LOAN AGREEMENT


                 FLEET NATIONAL BANK, a Bank of America Company

                      $5,000,000 REVOLVING CREDIT FACILITY

                                       and

                $20,000,000 ACQUISITION REVOLVING CREDIT FACILITY

                                   PROVIDED TO

                           NATIONAL DENTEX CORPORATION

                                  June 30, 2004





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                               Table of Contents




                                                                   Page

1. The Credit Facility; Advances. .................................  1
   (a) The Credit Facility.........................................  1
   (b) Advances....................................................  1

2. Interest; Payments; Fees; Borrowing. ...........................  2
   (a) Interest....................................................  2
   (b) Payments....................................................  2
   (c) Additional Payments.........................................  3
   (d) Notice of Borrowing.........................................  4
   (e) Special Provisions Governing Loans..........................  4
   (f) Increased Capital Costs.....................................  9
   (g) Taxes.......................................................  9

3. Letters of Credit. ............................................. 10
   (a) Issuance.................................................... 10
   (b) Notice of Proposed Issuance................................. 10
   (c) Conditions to Issuance...................................... 10
   (d) Expiry Dates................................................ 11
   (e) Drawings.................................................... 11
   (f) Reimbursement by the Borrower............................... 11
   (g) Exculpatory Provisions...................................... 11
   (h) Indemnification by Borrower................................. 12

4. Definitions..................................................... 12

5. Representations and Warranties.................................. 19
   (a) Organization................................................ 19
   (b) Authority................................................... 19
   (c) Approvals; Compliance with Statutes, Etc.................... 20
   (d) Valid Obligations........................................... 20
   (e) Assets...................................................... 21
   (f) Agreements.................................................. 21
   (g) Insurance................................................... 21
   (h) Litigation and Other Proceedings............................ 21
   (i) Labor Matters............................................... 21
   (j) ERISA....................................................... 21
   (k) Financial Statements........................................ 22
   (l) Projections................................................. 22
   (m) Taxes....................................................... 22
   (n) Investments................................................. 23
   (o) Investment Company.......................................... 23
   (p) Equity Structure............................................ 23

                                      -i-
<PAGE>

   (q) Indebtedness for Money Borrowed............................. 23
   (r) Patents, Copyrights and Trademarks.......................... 23
   (s) Representations Accurate.................................... 23

6. Covenants....................................................... 24
   (a) Payments.................................................... 24
   (b) Intentionally omitted....................................... 24
   (c) Financial Report. The Borrower will furnish to the Bank:.... 24
   (d) Other Financial Reports..................................... 25
   (e) Maintain Rights............................................. 25
   (f) No Transfers................................................ 26
   (g) No Mergers.................................................. 26
   (h) Payment of Taxes............................................ 27
   (i) Guaranties.................................................. 27
   (j) Agreements.................................................. 27
   (k) Investments................................................. 27
   (l) Property.................................................... 28
   (m) Books and Records........................................... 28
   (n) Notices..................................................... 28
   (o) Liens....................................................... 29
   (p) Modifications............................................... 30
   (q) Additional Indebtedness..................................... 30
   (r) Payments to Affiliated Persons.............................. 30
   (s) Consolidated Total Liabilities to Consolidated Tangible Net
       Worth Ratio................................................. 31
   (t) Fixed Charge Coverage Ratio................................. 31

7. Conditions of Closing........................................... 32
   (a) Line of Credit Notes........................................ 32
   (b) Warranties and Covenants.................................... 32
   (c) Closing Certificate......................................... 32
   (d) Financial Statements........................................ 32
   (e) Annual Report............................................... 32
   (f) No Adverse Change........................................... 32
   (g) Closing Fees and Legal Expenses............................. 33
   (h) Legal Opinions.............................................. 33
   (i) Projections................................................. 33
   (p) Other Documents............................................. 34

8. Conditions of Making Subsequent Advances........................ 34
   (a) Representations and Warranties.............................. 34
   (b) Performance................................................. 34
   (c) Acquisitions................................................ 34

9. Events of Default............................................... 36
   (a) Representations and Warranties.............................. 36
   (b) Covenants................................................... 36

                                      -ii-
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   (c) Acceleration................................................ 36
   (d) Loan Documents.............................................. 36
   (e) Voluntary Bankruptcy........................................ 36
   (f) Involuntary Bankruptcy...................................... 36
   (g) Seizure of Assets........................................... 37
   (h) Judgments................................................... 37
   (i) Liens....................................................... 37
   (j) Casualty Loss............................................... 37
   (k) Qualified Audit Report...................................... 37
   (l) Change of Control........................................... 37

10. Remedies. ..................................................... 38

11. Intentionally reserved. ....................................... 39

12. Miscellaneous. ................................................ 39
    (a) Waivers. .................................................. 39
    (b) Delays. ................................................... 39
    (c) Notices. .................................................. 39
    (d) Set-Off. .................................................. 40
    (e) Jurisdiction; Waiver of Jury Trial. ....................... 40
    (f) Usury. .................................................... 40
    (g) Execution. ................................................ 41
    (h) Governing Law. ............................................ 41
    (i) Fees; Indemnification. .................................... 41
    (j) Binding Nature. ........................................... 41
    (k) Assignment; Participations; Pledge to Federal Reserve. .... 42
    (l) Under Seal. ............................................... 43
    (m) Use of Proceeds. .......................................... 43
    (n) Confidentiality. .......................................... 43

                                     -iii-
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                                    Exhibits
                                    --------


Exhibit A              First Line of Credit Note

Exhibit B              Second Line of Credit Note

Exhibit C              Compliance Certificate

Exhibit D              Form of Joinder Agreement


                                      -iv-
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                                    Schedules
                                    ---------

Schedule 5(a)          Jurisdictions of Business Qualification of the Borrower

Schedule 5(b)          Authority

Schedule 5(c)          Approvals

Schedule 5(e)          Assets and Properties; Liens

Schedule 5(g)          Insurance

Schedule 5(h)          Litigation and Other Proceedings

Schedule 5(i)          Labor Matters

Schedule 5(n)          Investments

Schedule 5(p)          Equity Structure of Borrower

Schedule 5(q)          Indebtedness for Money Borrowed

Schedule 5(r)          Patents and Trademarks

Schedule 6(v)          Bank Accounts




                                      -v-
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                               FLEET NATIONAL BANK
                               100 Federal Street
                           Boston, Massachusetts 02110


                                  June 30, 2004

David L. Brown, President and
 Chief Executive Officer
National Dentex Corporation
526 Boston Post Road
Wayland, MA 01778

          Re:     Loan Agreement

Dear Mr. Brown:

         This Loan Agreement (the "Agreement") is made as of June 30, 2004, by
and between National Dentex Corporation, a Massachusetts corporation (the
"Borrower"), and Fleet National Bank, a Bank of America company, organized and
existing under the laws of the United States (the "Bank").

                  The Credit Facility; Advances.

                  The Credit Facility.  The Credit Facility shall consist of the
following:

     (i) a  revolving  line of credit  (the "First Line of Credit") in an amount
equal to $5,000,000,  available  until the day prior to, and due and payable on,
the Termination  Date (as hereinafter  defined);  the First Line of Credit shall
include a sublimit for the issuance,  on the terms and  conditions  set forth in
this Agreement,  of letters of credit for the Borrower's account,  provided that
the Bank's LC  Exposure  (as  hereinafter  defined) at any time shall not exceed
$1,500,000.  Advances under the First Line of Credit may be used by the Borrower
for its general corporate purposes,  to refinance existing  indebtedness and for
the issuance of Letters of Credit.

     (ii) a revolving  line of credit (the "Second Line of Credit") in an amount
equal to $20,000,000,  available until the day prior to, and due and payable on,
the  Termination  Date.  (The First Line of Credit and the Second Line of Credit
may collectively  hereinafter be referred to as the "Lines of Credit.") Advances
under the  Second  Line of  Credit  may be used by the  Borrower  solely to fund
acquisitions  by the Borrower in  accordance  with Section 8 and the other terms
and conditions hereof.

     (b) Advances.

     After the  Closing,  advances  under the Lines of Credit may be made,  from
time to time,  until the day prior to the  Termination  Date, in such amounts as

<PAGE>

the Borrower may request;  provided that in the case of the First Line of Credit
the aggregate principal amount of all advances at any time outstanding under the
First Line of Credit  (after giving  effect to all amounts  requested)  plus the
aggregate LC Exposure at such time, shall not exceed $5,000,000; and in the case
of the Second Line of Credit, the aggregate  principal amount of all advances at
any time outstanding under the Second Line of Credit (after giving effect to all
amounts requested) shall not exceed $20,000,000, provided that any such advances
under the Second  Line of Credit  are  subject  to the  provisions  set forth in
Section  8(c) and  6(k)  hereof;  and  provided,  further,  that at the time the
Borrower  requests an advance  under the Lines of Credit and after giving effect
to the  making  thereof,  no Default or Event of  Default  has  occurred  and is
continuing.  Subject to the terms of this  Agreement,  advances  under the First
Line of Credit,  once repaid, may be reborrowed;  advances under the Second Line
of Credit,  once repaid, may be reborrowed,  subject to the provisions set forth
in Section 8(c) and 6(k) hereof. If at any time the outstanding principal amount
of the  advances  under  a Line of  Credit  exceeds  the  amount  determined  by
reference to the limits set forth in the first  sentence of this  Section  1(b),
the Borrower shall promptly pay an amount equal to such excess to the Bank.


     (2) Interest; Payments; Fees; Borrowing.

     (a) Interest.  Each advance, from time to time, under either Line of Credit
shall bear  interest  either  (i) at an annual  rate equal to the Prime Rate (as
hereinafter  defined)  plus the  Applicable  Margin with  respect  thereto as in
effect from time to time (in which case such advance  shall be  designated  as a
"Prime Rate loan"),  (ii) at the option of the  Borrower,  at the LIBOR  Lending
Rate for the applicable  Interest Period plus the Applicable Margin with respect
thereto  as in effect  from time to time (in which  case such  advance  shall be
designated as a "LIBOR Rate loan"),  or (iii) at the option of the Borrower,  at
the Cost of Funds Rate for the  applicable  Interest  Period plus the Applicable
Margin with  respect  thereto as in effect from time to time (in which case such
advance  shall  be  designated  as a "Cost  of Funds  Rate  loan").  If any such
interest  rate is unlawful,  then the rate shall be the highest  rate  permitted
under  applicable  law.  Any amounts  overdue  under this  Agreement  shall bear
interest  at the  annual  rate (the  "Post-Default  Rate") of 2% above the Prime
Rate, or, if such rate is unlawful,  the highest rate permitted under applicable
law.  Interest shall be payable (i) in the case of Prime Rate loans,  in arrears
on the first (1st)  Business  Day of each month,  (ii) in the case of LIBOR Rate
loans and Cost of Funds Rate loans,  on the Interest  Payment  Dates  applicable
thereto and (iii) in the case of any  advance,  when such  advance  shall be due
(whether at maturity,  by reason of prepayment or  acceleration or otherwise) or
converted,  but  only  to  the  extent  then  accrued  on the  amount  so due or
converted.  Interest at the Post-Default  Rate shall be payable on demand.  Each
change in the rate of interest payable on the Prime Rate loans shall take effect
simultaneously with the corresponding change in the Prime Rate.

     (b) Payments.  All payments received by the Bank from the Borrower,  except
for the payments referred to in Subsection (c) below,  shall be applied first to
expenses due hereunder, then to accrued interest and then to principal. Upon the

<PAGE>

occurrence of an Event of Default hereunder, however, payments may be applied in
such manner as the Bank may, in its sole discretion, determine. All computations
of interest  shall be made on the basis of a 360-day  year.  Advances  under the
Lines of Credit shall be evidenced  by this  Agreement,  the records of the Bank
and, with respect to the First Line of Credit,  a promissory note in the form of
Exhibit A hereto  (the "First Line of Credit  Note")  and,  with  respect to the
Second Line of Credit,  a  promissory  note in the form of Exhibit B hereto (the
"Second Line of Credit Note"),  each due on the Termination  Date (references in
this Agreement to the term "Line of Credit Note" shall, except where the context
does not otherwise  permit,  be deemed to apply to both the First Line of Credit
Note and the Second  Line of Credit  Notes).  The LC  Reimbursement  Obligations
shall be evidenced by this Agreement, the records of the Bank and the Letters of
Credit.  The records of the Bank shall be prima facie  evidence of the  advances
hereunder  and the LC  Reimbursement  Obligations  and, in each case, of accrued
interest thereon and of all payments made in respect thereof.

     All  payments  due to the Bank  hereunder or under the Line of Credit Notes
shall be made in U.S.  Dollars in immediately  available funds at Fleet National
Bank, 100 Federal Street,  Boston, MA 02110 or at such other address as the Bank
may designate by notice the Borrower.  A payment to the Bank shall not be deemed
to have been made on any day unless such payment shall have been received by the
Bank, at such address, in U.S. Dollars in immediately  available funds, no later
than 12:00 noon (Boston time) on such day.

     If any payment under this  Agreement  becomes due and payable on a day that
is not a Business Day and this  Agreement  does not  otherwise  provide for such
contingency,  the  maturity  thereof  shall be extended  to the next  succeeding
Business  Day, and with respect to any payment of  principal,  interest  thereon
shall be payable at the then applicable rate during any such extension.

     (c) Additional  Payments.  In addition to the amounts  specified above, the
Borrower  shall pay to the Bank the  following  in  connection  with the  Credit
Facility:

     (i) an unused  facility  fee  equal to 1/8 of 1% per  annum of the  average
unborrowed  portion  of  the  First  Line  of  Credit  (giving  effect,  without
duplication, to the Bank's LC Exposure thereunder),  such average to be computed
for the  three-month  period  preceding  each  Payment Date on which such unused
facility  fee is payable (or such longer or shorter  period as has elapsed  from
the Closing  Date to the first of such  Payment  Dates),  payable  quarterly  in
arrears on the last Payment Dates specified herein, commencing on the first such
date following the Closing Date and on each Payment Date thereafter  through the
Termination Date (with the last such fee payable on the Termination Date);

     (ii) a facility fee of $10,000.00  per annum for the Second Line of Credit,
payable  annually  in  advance,  commencing  on the  Closing  Date  and on  each
anniversary thereof;

<PAGE>

     (iii) a Letter of Credit  issuance  fee  equal to 1% of the  original  face
amount  of each  Letter  of  Credit  issued  hereunder,  payable  at the time of
issuance of such Letter of Credit; and

     (iv) an audit fee of $1,000 for each field  audit of the  Borrower's  books
and records  performed by the Bank,  up to a maximum of $1,000 in audit fees for
each 12-month period.

     (d) Notice of  Borrowing.  Whenever the  Borrower  elects to obtain a LIBOR
Rate loan or Cost of Funds Rate loan  hereunder,  it may  request  that the Bank
provide  quotes as of any specified date as to the LIBOR Lending Rate or Cost of
Funds Rate loan for any or all  Interest  Periods,  and the Bank shall  promptly
provide  such  quotes.  The  Borrower  shall give the Bank prior  telecopied  or
telephone notice, on a Business Day, (i) not later than 10:00 a.m. (Boston time)
on the day of any advance  with  respect to a Prime Rate loan and (ii) not later
than 10:00 a.m. (Boston time) at least two (2) Business Days prior to the day of
any advance with  respect to a LIBOR Rate loan or Cost of Funds Rate loan.  Each
such notice  shall be  irrevocable  once given and shall  specify the  principal
amount of the  advance to be made,  the date of the  advance  (which  shall be a
Business  Day),  whether each advance is to be  maintained as a Prime Rate loan,
Cost of Funds Rate loan or a LIBOR  Rate  loan,  and in the case of a LIBOR Rate
loan or Cost of Funds Rate loan, the Interest Period applicable thereto. If such
notice is given by telephone,  it shall be immediately  confirmed in writing. In
the event that the  Borrower  at any time fails in such notice to specify any of
the information  required by this subsection to be given with respect to a LIBOR
Rate loan or Cost of Funds Rate loan,  then the Borrower shall be deemed to have
requested that the Bank make a Prime Rate loan. All advances  hereunder shall be
disbursed by the Bank not later than 12:00 noon (Boston  time) on the  requested
date therefor,  in U.S. Dollars in immediately available funds, by credit to the
Borrower's operating account with the Bank.

     (e)  Special  Provisions   Governing  Loans.   Notwithstanding   any  other
provisions of this  Agreement to the contrary,  the following  provisions  shall
govern  with  respect  to any LIBOR  Rate  loans or Cost of Funds Rate loans (as
applicable):

     (i) Repayment, Continuation and Conversion. Each LIBOR Rate loan or Cost of
Funds Rate loan shall  mature and become  payable in full on the last day of the
Interest Period relating  thereto.  Upon maturity,  a LIBOR Rate loan or Cost of
Funds Rate loan may be continued  for an  additional  Interest  Period or may be
converted to a Prime Rate loan as provided in clause (ii) below.

     (ii)  Continuation  and  Conversion  Elections.  Subject to the  provisions
hereof,  the  Borrower  shall  have the option (A) to convert at any time one or
more integral  multiples of $500,000 of its  outstanding  Prime Rate loans under
the First Line of Credit into one or more LIBOR Rate loans or Cost of Funds Rate
loans, (B) to convert at any time one or more integral  multiples of $1,000,0000
of its outstanding  Prime Rate loans under the Second Line of Credit into one or
more LIBOR Rate loans or Cost of Funds Rate loans,  (C)  effective  on and as of
the expiration date of the Interest Period of a LIBOR Rate loan or Cost of Funds
Rate  loan,  to  continue  such loan LIBOR Rate loan or Cost of Funds Rate loan,
respectively,  as such, with an equivalent or different  Interest Period, or (D)
effective on and as of the  expiration  date of the  Interest  Period of a LIBOR
Rate loan or Cost of Funds Rate loan, to convert such loan to a Prime Rate loan;
provided,  however,  that (x) a LIBOR  Rate loan or Cost of Funds Rate loans may
only be  continued  pursuant  to clause (C) above if the  outstanding  principal

<PAGE>

amount of such loan equals or exceeds  $500,000 in the case a LIBOR Rate loan or
Cost of Funds Rate loan advanced  under the First Line of Credit,  or $1,000,000
in the case of a LIBOR Rate loan or Cost of Funds Rate loans  advanced under the
Second Line of Credit; (y) no portion of the outstanding principal amount of any
advance may be converted to, or continued as, a LIBOR Rate loan or Cost of Funds
Rate loan when any Default or Event of Default has occurred  and is  continuing;
and (z) no portion of the outstanding principal amount of any LIBOR Rate loan or
Cost of Funds Rate loan may be  converted  to a LIBOR Rate loan or Cost of Funds
Rate loan, respectively, of a different duration if such LIBOR Rate loan or Cost
of Funds Rate loan relates to any Hedging Obligations unless the maturity of the
relevant  Hedging  Obligations  has  been  appropriately  adjusted  in a  manner
satisfactory   to  the   Bank.   The   Borrower   shall   deliver  a  notice  of
conversion/continuation to the Bank, on a Business Day, no later than 10:00 a.m.
(Boston  time)  at  least  two (2)  Business  Days in  advance  of the  proposed
conversion/continuation date for a LIBOR Rate loan or a Cost of Funds Rate loan.
A notice of  conversion/continuation  shall,  in the case of a conversion to, or
continuation  of, a LIBOR Rate loan or a Cost of Funds Rate loan, be irrevocable
and   shall  be  given   by  the   Borrower   to   specify   (i)  the   proposed
conversion/continuation  date (which shall be a Business Day),  (ii) whether the
loan to be  converted/continued  is a First or Second Line of Credit loan, (iii)
the amount of the First or Second Line of Credit loan to be converted/continued,
(iv)  (A)   whether   the   First  or  Second   Line  of   Credit   loan  to  be
converted/continued  is a Prime  Rate  loan,  Cost of Funds Rate loan or a LIBOR
Rate loan,  and (B)  whether  the First or Second Line of Credit loan into which
such First or Second Line of Credit loan is converted/continued is to be a Prime
Rate loan,  Cost of Funds Rate loan or a LIBOR Rate loan, and (v) in the case of
a conversion to, or a  continuation  of, a LIBOR Rate loan or Cost of Funds Rate
loan, the requested  Interest Period. In lieu of delivering the  above-described
notice, the Borrower may give the Bank telephonic notice by the required time of
any  proposed  conversion/continuation;  provided  that  such  notice  shall  be
immediately confirmed in writing. If the Borrower fails to give such notice with
respect  to a LIBOR  Rate  loan or Cost of  Funds  Rate  loan at  least  two (2)
Business  Days  before the last day of the then  current  Interest  Period  with
respect  thereto,  the Borrower  shall be deemed to have delivered to the Bank a
notice to convert such loan into a Prime Rate loan and such loan shall,  on such
last  day,  automatically  convert  into  a  Prime  Rate  loan.  Any  notice  of
conversion/continuation  given pursuant to this subsection  shall be irrevocable
on and after the date of delivery thereof to the Bank, and the Borrower shall be
bound to convert or continue in accordance therewith.

     (iii) Determination and Notice of LIBOR Lending Rate or Cost of Funds Rate.
Promptly  after  receipt of notice from the  Borrower  that it wishes to elect a
LIBOR  Rate loan or Cost of Funds Rate loan,  the Bank  shall  determine  (which
determination  shall,  absent manifest  error, be final,  conclusive and binding
upon all parties) the  applicable  LIBOR  Lending Rate or Cost of Funds Rate, as
applicable, which rate shall apply to the LIBOR Rate loans or Cost of Funds Rate
loans,  as applicable,  for which an interest rate is then being  determined for

<PAGE>

the  applicable  Interest  Period,  and shall  promptly give notice  thereof (in
writing or by telephone and confirmed in writing) to the Borrower.

     (iv) Basis for Determining Interest Rate Inadequate. If the Bank shall have
determined that:

     (A) U.S.  Dollar  deposits  in the  relevant  amount  and for the  relevant
Interest Period are not available to the Bank in the London interbank market,

     (B) by reason of  circumstances  affecting the Bank in the London interbank
market,  adequate  means do not exist for  ascertaining  the LIBOR  Lending Rate
applicable hereunder to LIBOR Rate loans of any duration, or

     (C) the LIBOR Lending Rate no longer adequately reflects the Bank's cost of
funding LIBOR Rate loans of any duration,

then, upon notice from the Bank to the Borrower and until the Bank shall notify
the Borrower that the circumstances causing such suspension no longer exist, (1)
the obligations of the Bank under this Agreement to make or continue any loans
as, or to convert any loans into, LIBOR Rate loans of such duration shall
forthwith be suspended and (2) each affected outstanding LIBOR Rate loan shall
be converted into a Prime Rate loan on the last day of the then current Interest
Period applicable thereto.


     (v)  LIBOR  Rate  Lending  Unlawful.  If the Bank  shall  determine  (which
determination  shall,  upon notice  thereof to the Borrower,  be conclusive  and
binding on the Borrower,  absent manifest error) that the introduction of or any
change in or in the  interpretation  of any law,  rule,  regulation or guideline
(whether or not having the force of law) makes it unlawful,  or any central bank
or other  governmental  authority  asserts that it is unlawful,  for the Bank to
make,  continue or maintain any LIBOR Rate loan as, or to convert any loan into,
a LIBOR Rate loan of a certain  duration,  the  obligations of the Bank to make,
continue,  maintain or convert into any such LIBOR Rate loans  shall,  upon such
determination,  forthwith be suspended  until the Bank shall notify the Borrower
that the  circumstances  causing such suspension no longer exist,  and all LIBOR
Rate loans of such type shall automatically convert into Prime Rate loans on the
last day of the then current Interest Periods  applicable  thereto or sooner, if
required by such law or assertion.

     (vi)  Voluntary  Prepayment  of  LIBOR  Rate  loans.  LIBOR  Rate  loans in
connection with which the Borrower has entered into Hedging Obligations with the
Bank may not be  prepaid;  other  LIBOR Rate loans may be prepaid  only upon the
terms and  conditions  set forth  herein.  The Borrower  shall give the Bank, no
later than 10:00 a.m.  (Boston time), at least four (4) Business Days' notice of
any proposed prepayment of any LIBOR Rate loans, specifying the proposed date of
payment of such LIBOR Rate  loans,  and the  principal  amount to be paid.  Each
partial  prepayment of the  principal  amount of LIBOR Rate loans shall be in an

<PAGE>

integral multiple of (x) $500,000 in the case of LIBOR Rate loans advanced under
the First  Line of Credit  and (y)  $1,000,000  in the case of LIBOR  Rate loans
advanced under the Second Line of Credit,  and accompanied by the payment of all
charges  outstanding on such LIBOR Rate loans and of all accrued interest on the
principal repaid to the date of payment.

         Borrower acknowledges that prepayment or acceleration of a LIBOR Rate
loan during an Interest Period shall result in the Bank incurring additional
costs, expenses and/or liabilities and that it is extremely difficult and
impractical to ascertain the extent of such costs, expenses and/or liabilities.
Therefore, all full or partial prepayments of LIBOR Rate loans shall be
accompanied by, and the Borrower hereby promises to pay, on each date a LIBOR
Rate loan is prepaid or the date all sums payable hereunder become due and
payable, by acceleration or otherwise, in addition to all other sums then owing,
an amount (the "LIBOR Prepayment Fee") determined by the Bank pursuant to the
following formula:

                                    (1)     the then current rate for U.S.
                                            Treasury securities (bills on a
                                            discounted basis shall be converted
                                            to a bond equivalent) with a
                                            maturity date closest to the end of
                                            the Interest Period as to which
                                            prepayment is made, subtracted from

                                    (2)     the LIBOR Lending Rate applicable to
                                            the LIBOR Rate loan being prepaid,
                                            plus 1.5%.

                  If the result of this calculation is zero or a negative
                  number, then there shall be no LIBOR Prepayment Fee. If the
                  result of this calculation is a positive number, then the
                  resulting percentage shall be multiplied by:

                                    (3) the amount of the LIBOR Rate loan being
                                        prepaid.

                  The resulting amount shall be divided by:

                                    (4)     360

                   and multiplied by:

                                    (5)     the number of days remaining in the
                                            Interest Period as to which the
                                            prepayment is being made.

                   Said amount shall be reduced to present value calculated by
                   using the referenced U.S. Treasury securities rate and the
                   number of days remaining on the Interest Period for the LIBOR
                   Rate loan being prepaid.

         The resulting amount of these calculations shall be the LIBOR
Prepayment Fee.

     (vii)  Indemnities.  In addition to the LIBOR  Prepayment Fee, the Borrower
agrees to reimburse the Bank (without  duplication) for any increase in the cost
to the Bank,  or reduction in the amount of any sum  receivable  by the Bank, in
respect, or as a result of:

<PAGE>


     (A) any  conversion or repayment or  prepayment of the principal  amount of
any LIBOR Rate loan on a date other than the scheduled  last day of the Interest
Period applicable thereto, whether pursuant to Section 2(e)(vi) or otherwise;

     (B) any loan not being  made as a LIBOR  Rate loan in  accordance  with the
borrowing request therefor;

     (C) any LIBOR Rate loan not being  continued as, or converted into, a LIBOR
Rate loan in accordance with the continuation/conversion notice therefor; or

     (D) any costs  associated  with  marking to market any Hedging  Obligations
that (in the reasonable determination of the Bank) are required to be terminated
as a result of any conversion,  repayment or prepayment of the principal  amount
of any  LIBOR  Rate  loan on a date  other  than the  scheduled  last day of the
Interest Period  applicable  thereto,  whether  pursuant to Section  2(e)(vi) or
otherwise.

         The Bank shall promptly notify the Borrower in writing of the
occurrence of any such event, such notice to state, in reasonable detail, the
reasons therefor and the additional amount required fully to compensate the Bank
for such increased cost or reduced amount. Such additional amounts shall be
payable by the Borrower to the Bank within five (5) days of its receipt of such
notice, and such notice shall, in the absence of manifest error, be conclusive
and binding on the Borrower. The Borrower understands, agrees and acknowledges
the following: (i) the Bank does not have any obligation to purchase, sell
and/or match funds in connection with the use of the LIBOR Rate as a basis for
calculating the rate of interest on a LIBOR Rate loan; (ii) the LIBOR Rate may
be used merely as a reference in determining such rate; and (iii) the Borrower
has accepted the LIBOR Rate as a reasonable and fair basis for calculating such
rate, the LIBOR Prepayment Fee, and other funding losses incurred by the Bank.
Borrower further agrees to pay the LIBOR Prepayment Fee and other funding
losses, if any, whether or not the Bank elects to purchase, sell and/or match
funds.

     (viii)  Increased Costs. If on or after the date hereof the adoption of any
applicable law, rule or regulation or guideline (whether or not having the force
of  law),  or any  change  therein,  or any  change  in  the  interpretation  or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration  thereof, or compliance
by the Bank with any  request or  directive  (whether or not having the force of
law) of any such authority, central bank or comparable agency:

     (A) shall subject the Bank to any tax, duty or other charge with respect to
its LIBOR Rate loans or Letters of Credit issued by it or its obligation to make
LIBOR  Rate  loans or issue  Letters  of  Credit,  or shall  change the basis of
taxation of payments  to the Bank of the  principal  of or interest on its LIBOR
Rate loans or any other amounts due under this Agreement in respect of its LIBOR
Rate loans or the Letters of Credit or its  obligation  to make LIBOR Rate loans

<PAGE>

or issue  Letters of Credit  (except for the  introduction  of, or change in the
rate of, tax on the overall net income of the Bank or franchise  taxes,  imposed
by the jurisdiction (or any political  subdivision or taxing authority  thereof)
under the laws of which the Bank is organized  or in which the Bank's  principal
executive office is located); or

     (B) shall impose, modify or deem applicable any reserve, special deposit or
similar requirement (including, without limitation, any such requirement imposed
by the Board of Governors of the Federal  Reserve  System of the United  States)
against assets of,  deposits with or for the account of, or credit  extended by,
the Bank or shall impose on the Bank or on the London interbank market any other
condition  affecting  its LIBOR Rate loans or Letters or Credit  issued by it or
its obligation to make LIBOR Rate loans or issue Letters of Credit;

and the result of any of the foregoing is to increase the cost to the Bank of
making or maintaining any LIBOR Rate loan or issuing any Letter of Credit, or to
reduce the amount of any sum received or receivable by the Bank under this
Agreement with respect thereto, by an amount deemed by the Bank to be material,
then, within 15 days after demand by the Bank, the Borrower shall pay to the
Bank such additional amount or amounts as will compensate the Bank for such
increased cost or reduction. A statement of the Bank as to any such additional
amount or amounts (including calculations thereof in reasonable detail) shall,
in the absence of manifest error, be conclusive and binding on the Borrower. In
determining such amount, the Bank may use any method of averaging and
attribution that it (in its sole and absolute discretion) shall deem applicable.

     (f)  Increased  Capital  Costs.  If any  change  in,  or the  introduction,
adoption,  effectiveness,  interpretation,  reinterpretation or phase-in of, any
law or regulation,  directive,  guideline,  decision or request  (whether or not
having  the  force  of law) of any  court,  central  bank,  regulator  or  other
governmental authority affects or would affect the amount of capital required or
expected to be maintained by the Bank, or person  controlling  the Bank, and the
Bank determines (in its sole and absolute discretion) that the rate of return on
its or such controlling  person's capital as a consequence of its commitments or
the loans  made or  Letters  of Credit  issued by the Bank is reduced to a level
below that which the Bank or such controlling person could have achieved but for
the occurrence of any such circumstance, then, in any such case upon notice from
time to time by the Bank to the Borrower,  the Borrower  shall  immediately  pay
directly to the Bank  additional  amounts  sufficient to compensate  the Bank or
such controlling person for such reduction in rate of return. A statement of the
Bank as to any such additional amount or amounts (including calculations thereof
in reasonable detail) shall, in the absence of manifest error, be conclusive and
binding on the Borrower. In determining such amount, the Bank may use any method
of averaging and attribution that it (in its reasonable  discretion)  shall deem
applicable.

     (g) Taxes.  All payments by the Borrower of principal  of, and interest on,
the loans and all other amounts  payable  hereunder shall be made free and clear
of and without  deduction  for any present or future  income,  excise,  stamp or
franchise taxes and other taxes, fees, duties,  withholdings or other charges of

<PAGE>

any nature whatsoever imposed by any taxing authority,  but excluding  franchise
taxes and taxes  imposed on or  measured  by the  Bank's net income or  receipts
(such  non-excluded  items  being  called  "Taxes").   In  the  event  that  any
withholding or deduction  from any payment to be made by the Borrower  hereunder
is required  in respect of any Taxes  pursuant to any  applicable  law,  rule or
regulation, then the Borrower will:

     (i) pay directly to the relevant  authority the full amount  required to be
so withheld or deducted;

     (ii)   promptly   forward  to  the  Bank  an  official   receipt  or  other
documentation   satisfactory  to  the  Bank  evidencing  such  payment  to  such
authority; and

     (iii) pay to the Bank such additional amount or amounts as are necessary to
ensure  that the net amount  actually  received  by the Bank will equal the full
amount the Bank would have received had no such  withholding  or deduction  been
required.

     Moreover,  if any Taxes are directly asserted against the Bank with respect
to any payment  received by the Bank hereunder,  the Bank may pay such Taxes and
the Borrower will promptly pay such additional  amount (including any penalties,
interest or expenses)  as is necessary in order that the net amount  received by
the Bank after the payment of such Taxes (including any Taxes on such additional
amount)  shall equal the amount the Bank would have  received had such Taxes not
been asserted.

     If the Borrower fails to pay any Taxes when due to the  appropriate  taxing
authority or fails to remit to the Bank the required  receipts or other required
documentary evidence,  the Borrower shall indemnify the Bank for any incremental
Taxes,  interest or penalties that may become payable by the Bank as a result of
any such failure.

     3. Letters of Credit.

     (a) Issuance.  The Bank agrees,  on the terms and  conditions  set forth in
this Agreement,  to issue standby letters of credit hereunder (each a "Letter of
Credit") at the request of the Borrower from time to time prior to the date that
is 30 days before the Termination  Date;  provided that,  immediately after each
such  Letter  of  Credit  is  issued,  (i)  the LC  Exposure  shall  not  exceed
$1,500,000,  and (ii) the sum of the outstanding  principal  amount of all First
Line of Credit loans plus the LC Exposure shall not exceed $5,000,000.

     (b) Notice of Proposed Issuance. With respect to each Letter of Credit, the
Borrower  shall give the Bank at least two (2)  Business  Days' prior notice (i)
specifying  the date such  Letter of Credit is to be issued and (ii)  describing
the proposed  terms of such Letter of Credit and the nature of the  transactions
to be supported thereby.

     (c)  Conditions to Issuance.  The Bank shall not issue any Letter of Credit
unless:

<PAGE>

     (i) such  Letter of Credit  shall be  reasonably  satisfactory  in form and
substance to the Bank,

     (ii) the Borrower shall have executed and delivered such other  instruments
and  agreements  relating  to such  Letter  of  Credit  as the Bank  shall  have
reasonably requested, and

     (iii)  the  conditions  specified  in  Sections  7 and 8  shall  have  been
satisfied at or prior to the time such Letter of Credit is to be issued.

     (d) Expiry Dates.  No Letter of Credit shall have an expiry date later than
the fifth  (5th)  Business  Day  before  the  Termination  Date.  Subject to the
preceding  sentence,  each Letter of Credit issued  hereunder shall expire on or
before the  anniversary of the date of such  issuance;  provided that the expiry
date of any Letter of Credit may be extended from time to time at the Borrower's
request and with the Bank's consent for a period not exceeding one year.

     (e) Drawings. If the Bank receives a demand for payment under any Letter of
Credit issued by it and determines that such demand should be honored,  the Bank
shall (i) make  such  payment  in  accordance  with the terms of such  Letter of
Credit and (ii) reasonably promptly notify the Borrower as to the amount paid by
the Bank as a result of such demand and the date of such payment (an "LC Payment
Date").

     (f) Reimbursement by the Borrower.  If any amount is drawn under any Letter
of Credit, the Borrower irrevocably and unconditionally  agrees to reimburse the
Bank for such amount  together with any and all reasonable  charges and expenses
which the Bank may pay or incur  relative to such  drawing.  Such  reimbursement
shall be due and payable on the  relevant  LC Payment  Date or the date on which
the Bank  notifies the Borrower of such  drawing,  whichever is later;  provided
that,  if such notice is given after  12:00 noon  (Boston  time) on the later of
such dates,  such  reimbursement  shall be due and payable on the next following
Business Day (the date on which it is due and payable being an "LC Reimbursement
Due Date").

     In addition, the Borrower agrees to pay, on the applicable LC Reimbursement
Due Date,  interest on each amount drawn under a Letter of Credit,  for each day
from and  including  the date  such  amount  is drawn to but  excluding  such LC
Reimbursement  Due Date, at a rate per annum equal to the Applicable Margin with
respect  to the LIBOR  Rate loans as in effect on such day.  The  Borrower  also
agrees to pay, on demand,  interest on any overdue amount (including any overdue
interest) payable under this subsection (f), for each day from and including the
date when such amount  becomes due to but excluding the date such amount is paid
in full,  at a rate per annum  equal to the sum of the  Prime  Rate for such day
plus 2.0% (or,  if such rate is  unlawful,  the  highest  rate  permitted  under
applicable law).

     (g)  Exculpatory  Provisions.  The  obligations  of the Borrower under this
Section 3 shall be absolute and  unconditional  under any and all  circumstances
and  irrespective  of any setoff,  counterclaim  or defense to payment which the
Borrower may have or have had against the Bank, any beneficiary of any Letter of

<PAGE>

Credit  or any  other  person.  The  Borrower  assumes  all risks of the acts or
omissions of any  beneficiary of any Letter of Credit with respect to the use of
such  Letter  of  Credit by such  beneficiary.  Neither  the Bank nor any of its
officers,  directors,  employees  and agents shall be  responsible  for, and the
obligations of the Borrower to reimburse the Bank for drawings  pursuant to this
Section 3 (other than obligations  resulting solely from the gross negligence or
willful misconduct of the Bank) shall not be excused or affected by, among other
things,  (i) the use  which  may be made of any  Letter of Credit or any acts or
omissions of any  beneficiary  or transferee in connection  therewith;  (ii) the
validity,  sufficiency or genuineness of documents presented under any Letter of
Credit or of any  endorsements  thereon,  even if such documents  should in fact
prove to be in any or all respects invalid, insufficient,  fraudulent or forged;
(iii) payment by the Bank against  presentation  of documents to it which do not
comply  with the terms of the  relevant  Letter of Credit;  or (iv) any  dispute
between or among the Borrower,  any  beneficiary  of any Letter of Credit or any
other person or any claims or defenses  whatsoever  of the Borrower or any other
person against any  beneficiary  of any Letter of Credit.  The Bank shall not be
liable for any error, omission, interruption or delay in transmission,  dispatch
or delivery of any message or advice,  however  transmitted,  in connection with
any Letter of Credit. Any action taken or omitted by the Bank in connection with
any  Letter of Credit and the  related  drafts and  documents,  if done  without
willful  misconduct  or gross  negligence,  shall be binding on the Borrower and
shall not place the Bank under any liability to the Borrower.

     (h) Indemnification by Borrower.  The Borrower agrees to indemnify and hold
harmless  the  Bank  from  and  against  any and all  claims,  damages,  losses,
liabilities,  costs or expenses (including,  without limitation,  the reasonable
fees and disbursements of counsel) which the Bank may reasonably incur (or which
may be claimed  against  the Bank by any person  whatsoever)  by reason of or in
connection with any execution and delivery or transfer of, or payment or failure
to pay under,  any Letter of Credit or any actual or proposed  use of any Letter
of Credit;  provided  that the Borrower  shall not be required to indemnify  the
Bank for any  claims,  damages,  losses,  liabilities,  costs or expenses to the
extent,  but only to the extent,  caused by (i) the willful  misconduct or gross
negligence  of the Bank in  determining  whether a request  presented  under any
Letter of Credit  issued by it complied  with the terms of such Letter of Credit
or (ii) the Bank's  failure to pay under any Letter of Credit issued by it after
the  presentation  to it of a  request  strictly  complying  with the  terms and
conditions of such Letter of Credit.  Nothing in this  subsection is intended to
limit the  obligations of the Borrower under any other provision of this Section
3.

     4.  Definitions.  All defined  terms used in this  Agreement  which are not
otherwise defined herein shall have the respective  meanings assigned to them in
the Loan  Documents.  For purposes of this Agreement and of the Loan  Documents,
the following additional definitions shall apply:

     (a)  The  term  "Affiliated   Person"  shall  mean  any  person  or  entity
controlling, controlled by or under common control with the Borrower.

<PAGE>

     (b) The term  "Anti-Terrorism  Order" shall mean Executive Order No. 13,224
66 Fed Reg.  49,079  (2001)  issued by the  President  of the  United  States of
America  (Executive Order Blocking  Property and Prohibiting  Transactions  with
Persons Who Commit, Threaten to Commit, or Support Terrorism).

     (c) The term  "Applicable  Margin" shall mean,  for any Type of Loans,  the
percentage determined in accordance with the following table:
<TABLE>
<CAPTION>

---------------------------- -------------------------- -------------------------- --------------------------
   Ratio of Consolidated         Prime Rate Loans           LIBOR Rate Loans       Cost of Funds Rate Loans
   Total Liabilities to
 Consolidated Tangible Net
           Worth
---------------------------- -------------------------- -------------------------- --------------------------
<S>            <C>  <C>                 <C>                       <C>                        <C>
  Greater than 1.00:1.00                0%                        1.50%                      1.50%
---------------------------- -------------------------- -------------------------- --------------------------
   Less than or equal to                0%                        1.00%                      1.00%
1.00:1.00 but greater than
         0.50:1.00
---------------------------- -------------------------- -------------------------- --------------------------
   Less than or equal to                0%                        0.75%                      0.75%
         0.50:1.00
---------------------------- -------------------------- -------------------------- --------------------------
</TABLE>

From the Closing Date through the date on which the Compliance Certificate for
the fiscal quarter of the Borrower ending June 30, 2004, is required to be
delivered pursuant to Section 6(d) hereof, the Applicable Margin shall be equal
to 0% for Prime Rate Loans, and 0.75% for LIBOR Rate Loans and Cost of Funds
Rate Loans. Thereafter, for purposes of determining the Applicable Margin, the
Ratio of Consolidated Total Liabilities to Consolidated Tangible Net Worth will
be tested quarterly, commencing with the fiscal quarter of the Borrower ending
June 30, 2004, based on the Compliance Certificate required to be delivered
pursuant to Section 6(d) with respect to such fiscal quarter. For purposes of
determining the Applicable Margin, any interest rate change shall be effective
on the first (1st) Business Day of the fiscal month following delivery of the
Compliance Certificate required to be delivered pursuant to Section 6(d) is
delivered to the Bank, together with a notice to the Bank (which shall be
verified by the Bank) specifying any change in the Applicable Margin, and if the
Borrower has failed to deliver the Compliance Certificate required to be
delivered pursuant to Section 6(d), the Applicable Margin that would otherwise
be in effect shall automatically be increased to the highest margin until such
Compliance Certificate is delivered.

     (d) The term "Business Day" shall mean:

     (i) any day which is  neither a Saturday  or Sunday nor a legal  holiday on
which  commercial  banks are  authorized  or  required  to be closed in  Boston,
Massachusetts;

<PAGE>

     (ii)  when  such  term is  used to  describe  a day on  which a  borrowing,
payment, prepaying, or repaying is to be made in respect of any LIBOR Rate loan,
any day which is: (i) neither a Saturday or Sunday nor a legal  holiday on which
commercial  banks are  authorized or required to be closed in New York City; and
(ii) a London Banking Day; and

     when  such  term  is used to  describe  a day on  which  an  interest  rate
determination  is to be made in respect of any LIBOR Rate loan, any day which is
a London Banking Day.

     (e) The term "Capital  Expenditure" shall mean any payment made or required
to be made,  directly or indirectly,  by the Borrower or any of its subsidiaries
for the purpose of acquiring or  constructing  fixed  assets,  real  property or
equipment which, in accordance with GAAP, would be added as a debit to the fixed
asset  account of the Borrower or any of its  subsidiaries,  including,  without
limitation,  amounts paid or payable under any  conditional  sale or other title
retention agreement or under any lease or other periodic payment agreement which
is of such a nature that payment obligations of the Borrower thereunder would be
required by GAAP to be capitalized and shown as liabilities on the  consolidated
balance sheet of the Borrower and its subsidiaries.

     (f) The term "Closing" shall mean a closing at which the Credit Facility is
to be entered into as reflected herein.

     (g) The term "Closing Date" shall mean June 30, 2004.

     (h) The term  "Consolidated  Adjusted  EBITDA" for any fiscal  period shall
mean an amount equal to Consolidated EBITDA for such fiscal period minus the sum
of any amounts  attributable to any of the following for such fiscal period: (i)
income tax expense,  (ii) Capital Expenditures funded internally by the Borrower
and its  subsidiaries,  (iii) cash dividends or  distributions in respect of the
Borrower's  capital  stock,  (iv)  payments  by the  Borrower  in respect of any
repurchase,  redemption, conversion or other retirement of any of the Borrower's
capital  stock,  and (v)  payments  due by Borrower  in respect of the  deferred
purchase price of assets pursuant to acquisitions permitted by Sections 8(c) and
6(k)  hereunder,  all as  determined  in  accordance  with  GAAP  to the  extent
applicable.

     (i) The term  "Consolidated  EBITDA"  for any fiscal  period  shall mean an
amount equal to  Consolidated  Net Income for such fiscal  period,  plus, to the
extent deducted in determining  Consolidated  Net Income for such fiscal period,
interest  expense,  income tax expense,  depreciation  expense and  amortization
expense incurred by the Borrower and its subsidiaries,  on a consolidated basis,
for such fiscal period,  all as determined in accordance with GAAP. For purposes
of determining  Consolidated EBITDA for a division or separate operation,  there
shall be taken into account all income and expenses  properly  allocable to such
division or operation, including corporate overhead, administrative costs, taxes
and interest.

<PAGE>

     (j) The term "Consolidated Net Income" for any fiscal period shall mean the
net  income or net loss,  after  deduction  of or credit for  applicable  income
taxes,  of the  Borrower  and its  subsidiaries,  as such net income or net loss
would be set forth on a  consolidated  income  statement  for such fiscal period
prepared in  accordance  with GAAP;  provided  that there shall be excluded  any
items of gain which (i) are not  ordinary by GAAP  definition  or (ii) are not a
result of ordinary operations, as determined in the Bank's sole discretion.

     (k) The term "Consolidated  Tangible Net Worth" on any date shall mean, for
the Borrower and its subsidiaries on a consolidated basis,  Shareholders' Equity
on such date minus the sum of any amounts  attributable to any of the following:
(i) goodwill, (ii) intangible items, including,  but not limited to, unamortized
debt  discount and  expense,  future  income tax  benefits,  patents,  trade and
service  marks and  names,  copyrights  and  other  intellectual  property,  and
organizational  or research and development  expenses  except prepaid  expenses,
(iii)  reserves not already  deducted from assets in  determining  Shareholders'
Equity,  (iv) any equity investments in persons that are not subsidiaries of the
Borrower  and (v) any  write-up in the book value of assets  resulting  from any
revaluation  thereof  subsequent  to December 31,  2003,  all as  determined  in
accordance with GAAP.

     (l) The term "Consolidated Total Liabilities" shall mean all liabilities of
the  Borrower  and  its  subsidiaries  determined  on a  consolidated  basis  in
accordance with GAAP and classified as such on the consolidated balance sheet of
the Borrower and its subsidiaries and all other Indebtedness of the Borrower and
its subsidiaries, whether or not so classified.

     (m) The term  "Cost of Funds  Rate"  means the per annum  rate of  interest
which Bank is required to pay, or is offering to pay, for wholesale  liabilities
of like tenor,  adjusted for reserve requirements and such other requirements as
may be imposed by federal, state or local government and regulatory agencies, as
determined by Bank.

     (n) The term  "Default"  shall mean any  condition or event that,  with the
giving of notice  or lapse of time,  or both,  would,  unless  cured or  waived,
become an Event of Default.

     (o) The term "Fixed Charge  Coverage Ratio" shall mean as of the end of any
fiscal quarter of the Borrower the ratio of (x) Consolidated Adjusted EBITDA for
the period of four consecutive  fiscal quarters ending with such fiscal quarter,
determined in accordance  with GAAP, to (y) the sum of (A) the aggregate  amount
of principal payments of Indebtedness of the Borrower or any of its subsidiaries
scheduled to have been made during such period plus (B) the aggregate  amount of
interest expense of the Borrower or any of its subsidiaries for such period.

     (p) The term "GAAP" shall mean generally accepted accounting  principles in
the United States of America as in effect from time to time.

<PAGE>

     (q) The  term  "Hedging  Obligation"  shall  mean  all  liabilities  of the
Borrower to the Bank under interest rate swap agreements or any other agreements
or  arrangements  designed  to protect  the  Borrower  against  fluctuations  in
interest rates or currency exchange rates.

     (r) The term "Indebtedness" shall mean, with respect to any person, (i) all
indebtedness  or other  obligations of such person for borrowed money or for the
deferred purchase price of property or services,  (ii) all indebtedness or other
obligations of any other person for borrowed money or for the deferred  purchase
price of  property  or  services  in  respect  of which  such  person is liable,
contingently  or  otherwise,  to pay or advance  money or property as guarantor,
endorser or otherwise  (except as endorser for collection in the ordinary course
of business),  or which such person has agreed to purchase or otherwise acquire,
and (iii) all lease obligations of such person which are required, in accordance
with GAAP, to be capitalized on the books of the lessee.

     (s) The term  "Indebtedness  for Money Borrowed" on any date shall mean (x)
all outstanding Indebtedness of the Borrower or any of its subsidiaries, current
or funded,  secured or unsecured,  incurred in connection with borrowings or the
making available of credit or funds, (y) all Indebtedness of the Borrower or any
of its subsidiaries issued, incurred or assumed in respect of the purchase price
of property,  except for trade accounts  payable incurred in the ordinary course
of the Borrower's business consistent with the policies of the Borrower on which
interest  is not  being  accrued  and which  are  payable  within 90 days of the
statement  date  of such  trade  accounts  payable,  and  which  have  not  been
outstanding  longer than 90 days from the statement  date of such trade accounts
payable,  and (z) all capitalized  lease obligations (as defined by GAAP) of the
Borrower or any of its subsidiaries.

     (t) The term "Insolvent"  shall mean, with respect to any person,  when any
of the following  events shall have  occurred in respect of such person:  death,
dissolution, termination of existence, business failure, insolvency, appointment
of a receiver for any part of the property of, an assignment  for the benefit of
creditors  by, or a  commencement  of any  proceedings  under any  bankruptcy or
insolvency  law or any law  relating to the relief of debtors,  readjustment  of
indebtedness,  reorganization,  composition  or  extension  by or against,  such
person.

     (u) The term  "Interest  Period" shall mean,  with respect to any (1) LIBOR
Rate loan:

     (i) initially,  the period  beginning on (and  including) the date on which
such LIBOR Rate loan is made or continued  as, or  converted  into, a LIBOR Rate
loan pursuant to Section 2(d) or Section  2(e)(ii) and ending on (but excluding)
the day  which  numerically  corresponds  to such date 30,  60,  90, or 180 days
thereafter,  in each case as the Borrower  may select in its notice  pursuant to
Section 2(d) or Section 2(e)(ii); and

     (ii)  thereafter,  each  period  commencing  on the  last  day of the  next
preceding  Interest Period applicable to such LIBOR Rate loan and ending 30, 60,
90, or 180 days thereafter, as selected by the Borrower by irrevocable notice to

<PAGE>

the Bank not less than two (2)  Business  Days prior to the last day of the then
current Interest Period with respect thereto;

provided, however, that:

     (A) the Borrower shall not be permitted to select Interest Periods to be in
effect at any one time which have  expiration  dates occurring on more than five
(5) different dates;

     (B)  Interest  Periods  commencing  on the same date for LIBOR  Rate  loans
comprising  part of the same advance under this  Agreement  shall be of the same
duration;

     (C) Interest Periods for LIBOR Rate loans in connection with which Borrower
has  entered  into a  Hedging  Obligation  with  the  Bank  shall be of the same
duration as the relevant periods set under such Hedging Obligation;

     (D) if such  Interest  Period would  otherwise  end on a day which is not a
Business Day, such Interest Period shall end on the next following  Business Day
unless such day falls in the next  calendar  month,  in which case such Interest
Period shall end on the first preceding Business Day;

     (E) no Interest Period may end later than the Termination Date; and

     (F) no  Interest  Period  may be  selected  when a  Default  or an Event of
Default has occurred and is continuing;

     (2) with respect to any Cost of Funds Rate loan:

     (i) initially,  the period  beginning on (and  including) the date on which
such Cost of Funds Rate loan is made or continued as, or converted  into, a Cost
of Funds Rate loan  pursuant to Section  2(d) or Section  2(e)(ii) and ending on
(but excluding) the day that is seven (7), 14 or 30 days thereafter (or, if such
day is not a Business Day, such Interest  Period shall end on the next following
Business  Day unless such day falls in the next  calendar  month,  in which case
such Interest  Period shall end on the first  preceding  Business  Day), in each
case as the  Borrower  may select in its  notice  pursuant  to  Section  2(d) or
Section 2(e)(ii); and

     (ii)  thereafter,  each  period  commencing  on the  last  day of the  next
preceding  Interest Period applicable to such Cost of Funds Rate loan and ending
seven (7), 14 or 30 days thereafter,  as selected by the Borrower by irrevocable
notice to the Bank not less than two (2) Business  Days prior to the last day of
the then current Interest Period with respect thereto.

     (v) The term  "Interest  Payment Date" shall mean,  with respect to (1) any
LIBOR Rate loan having an Interest  Period of 90 days or less, the last Business
Day of such  Interest  Period,  and as to any LIBOR Rate loan having an Interest

<PAGE>

Period  longer  than 90 days,  each  Business  Day which is 90 days,  or a whole
multiple  thereof,  after the first day of such Interest Period and the last day
of such Interest Period,  and (2) any Cost of Funds Rate loan, the last Business
Day of the Interest Period applicable thereto.

     (w) The term "LC  Exposure"  shall  mean,  at any  time,  the sum,  without
duplication,  of (i) the  aggregate  amount that is (or may  thereafter  become)
available for drawing under all Letters of Credit  outstanding at such time plus
(ii) the aggregate  unpaid amount of all LC  Reimbursement  Obligations  at such
time.

     (x) The term "LC  Reimbursement  Obligations"  shall mean, at any time, all
obligations  of the Borrower to reimburse  the Bank for amounts paid by the Bank
in respect of drawings under Letters of Credit.

     (y) The term "Letter of Credit" shall have the meaning set forth in Section
3(a) hereof.

     (z) The term "LIBOR Rate" shall mean,  with respect to any Interest  Period
for any LIBOR Rate loan,  the offered  rate for  deposits of U.S.  Dollars in an
amount  approximately equal to the amount of the requested LIBOR Rate loan for a
term coextensive with the designated  Interest Period which the British Bankers'
Association  fixes as its LIBOR rate and which appears on the Telerate Page 3750
as of 11:00 a.m.  London  time on the day which is two (2) London  Banking  Days
prior to the beginning of such Interest Period.

     (aa) The term "LIBOR  Lending  Rate" means,  with respect to any LIBOR Rate
loan to be made,  continued or  maintained  as, or converted  into, a LIBOR Rate
loan  for any  Interest  Period,  a rate per  annum  for  such  Interest  Period
determined pursuant to the following formula:

     LIBOR Lending Rate    =                          LIBOR Rate
                                     -----------------------------------------
                                        (1.00 - LIBOR Reserve Percentage)


     (bb) The term "LIBOR Reserve  Percentage"  shall mean,  with respect to any
day of any Interest Period for LIBOR Rate loans, the maximum aggregate  (without
duplication)  of  the  rates  (expressed  as  a  decimal  fraction)  of  reserve
requirements (including all basic, emergency,  supplemental,  marginal and other
reserves and taking into account any transitional adjustments or other scheduled
changes in reserve requirements) under any regulations of the Board of Governors
of the Federal  Reserve  System (the  "Board") or other  governmental  authority
having  jurisdiction  with respect  thereto as issued from time to time and then
applicable to assets or liabilities consisting of "Eurocurrency Liabilities," as
currently  defined in  Regulation  D of the Board,  having a term  approximately
equal or comparable to such Interest Period.

     (cc) The term "Loan Documents" shall mean (i) this Agreement, including the
Exhibits and Schedules  attached hereto,  and the Line of Credit Notes, (ii) any
agreement or agreements between the Borrower and the Bank which give rise to any

<PAGE>

Hedging  Obligations and (iii) all other  agreements,  documents and instruments
relating to,  arising out of, or in any way connected  with any of the foregoing
referred to in clauses (i) and (ii) above.

     (dd) The term "London  Banking  Day" shall mean a day on which  dealings in
U.S. Dollar deposits are transacted in the London interbank market.

     (ee) The term  "Patriot  Act"  shall  mean  Public Law 107-56 of the United
States of America,  United and  Strengthening  America by Providing  Appropriate
Tools  Required to  Intercept  and Obstruct  Terrorism  (USA PATRIOT Act) Act of
2001.

     (ff) The term  "Payment  Date"  shall  mean the last  Business  Day of each
April, July, October and January from and after the Closing Date.

     (gg) The term "Prime  Rate"  shall mean the rate of interest  quoted by the
Bank from time to time in Boston as its "Prime  Rate," which is not  necessarily
the Bank's lowest rate of interest.

     (hh) The term  "Shareholders'  Equity" on any date shall mean stockholders'
equity determined in accordance with GAAP.

     (ii) The term "Termination Date" shall mean June 30, 2007.

     5. Representations and Warranties.  The Borrower represents and warrants as
follows (with the following representations and warranties being deemed to apply
to  each   subsidiary   of  the  Borrower  on  the  same  basis  as  which  such
representations and warranties expressly apply to the Borrower):

     (a)  Organization.  The Borrower is a corporation  duly organized,  validly
existing  and  in  good  standing  under  the  laws  of  its   jurisdiction   of
organization;  is duly  qualified  to do business  and in good  standing in each
jurisdiction  in the  United  States of  America  where  such  qualification  is
required,  except those  jurisdictions  where the failure to so qualify will not
have  a  material  adverse  effect  on the  Borrower's  business,  prospects  or
financial  condition  (a list of the  jurisdictions  where  the  Borrower  is so
qualified  being set  forth on  Schedule  5(a)  hereto);  and has all  requisite
corporate  power and  authority  to conduct  its  business  as  presently  being
conducted  and as  proposed  to be  conducted  after the  Closing and to own its
properties  now and  after  the  Closing;  and the  Borrower  has all  requisite
corporate power and authority to execute and deliver,  and to perform all of its
obligations under, this Agreement and the other Loan Documents.

     (b) Authority.  The execution,  delivery and performance by the Borrower of
this  Agreement  and the other Loan  Documents  to which it is a party have been
duly  authorized by all necessary  corporate  action and do not  contravene  any
provision of the Borrower's  charter or by-laws;  do not require any consents or
approvals  which have not been  obtained (a list of any  required  consents  and
approvals is set forth on Schedule 5(b) hereto); do not violate any provision of
any law, rule or regulation (including without limitation Regulations T, U and X

<PAGE>

of the Board of Governors of the Federal Reserve System) or any determination or
award;  do not and will not result in a breach or constitute a default under any
agreement to which the Borrower is a party or by which its properties are bound,
including,  without limitation, any indenture, loan or credit agreement,  lease,
debt instrument or mortgage;  or result in or require the creation or imposition
of any mortgage,  deed of trust, pledge, lien, security interest or other charge
or  encumbrance  of any nature  upon or with  respect  to any of the  Borrower's
properties;  and the Borrower is not in material  default under any law, rule or
regulation, order, writ, judgment,  injunction,  decree,  determination,  award,
indenture, loan or credit agreement, lease, debt instrument or mortgage referred
to  above  or  will  not  be in any  such  material  default  by  virtue  of the
transactions to be entered into at the Closing.

     (c)  Approvals;  Compliance  with  Statutes,  Etc..  (i) No  authorization,
consent,  approval,  license or exemption of, or filing a registration with, any
court or  governmental  department  or  commission,  board,  bureau,  agency  or
instrumentality,  domestic or  foreign,  is or will be  necessary  for the valid
execution,  delivery or  performance  by the Borrower of this  Agreement and the
other  Loan  Documents  to which it is a party,  other than  filings  which have
already been made and  approvals  which have already  been  received,  a list of
which is set forth on Schedule 5(c) hereto. The Borrower is the lawful holder of
all licenses, permits, certificates and governmental authorizations required for
the conduct of its business, except where the failure to hold any such licenses,
permits, certificates or authorizations, individually or in the aggregate, would
not have a material  adverse  effect on the  business,  prospects,  property  or
financial  condition of the Borrower and its  subsidiaries  as a whole.  No such
material license,  permit,  certificate or other governmental  authorization has
been revoked, cancelled, rescinded, modified, denied or lost and not reissued or
reinstated,  and the Borrower  has no reason to believe  that any such  material
license,  permit,  certificate  or  other  governmental  authorization  will  be
revoked, cancelled, rescinded, modified or lost.

     (ii) The Borrower and its subsidiaries is in compliance with all applicable
laws,   statutes,   rules,   regulations  and  orders  of,  and  all  applicable
restrictions  imposed by, all  governmental  bodies,  domestic  or  foreign,  in
respect of the conduct of its business and the ownership of its property, except
for such  non-compliances as could not reasonably be expected to have a material
adverse effect.  Without  limitation of the foregoing,  the Borrower and each of
its  subsidiaries  is in compliance  with,  and neither the entering into of the
Loan  Documents or the use of the proceeds of the loans will  violate:  any law,
rule or regulation relating to anti-terrorism or money laundering, including the
Anti-Terrorism  Order,  the  Patriot  Act,  the  Trading  with the Enemy Act, as
amended,  or any of the foreign assets control  regulations of the United States
Treasury  Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto.

     (d) Valid Obligations. This Agreement and the other Loan Documents to which
the Borrower is a party have been duly  executed  and  delivered by the Borrower
and constitute legal, valid and binding obligations of the Borrower, enforceable
in accordance with their respective terms.

<PAGE>

     (e) Assets.  Except as noted on Schedule  5(e),  the  Borrower has good and
clear  marketable,  record  and  insurable  title  to  all  of  its  assets  and
properties,  in  each  case  subject  to  no  mortgage,   pledge,  lien,  lease,
encumbrance, charge, easement, restriction or encroachment.

     (f) Agreements. The Borrower is not in default under or with respect to any
contractual  obligation in any respect which could  reasonably be expected to be
materially adverse to the business, operations,  property or financial condition
of the  Borrower  and its  subsidiaries  as a whole,  or which could  materially
adversely  affect the ability of the Borrower to perform its  obligations  under
this Agreement or any of the other Loan Documents.

     (g) Insurance.  Attached hereto as Schedule 5(g) is a complete and accurate
list of all  insurance  policies of the  Borrower  covering its  properties  and
assets as of the date hereof.  The Borrower has previously  delivered or, at the
request of the Bank,  shall  deliver on the Closing  Date  complete and accurate
copies of all insurance  policies  listed on Schedule 5(g). Upon issuance of any
insurance  policy  listed on Schedule  5(g) as applied for,  the Borrower  shall
deliver, at the request of the Bank, a complete and accurate copy of such policy
to the Bank; provided,  however, that any policy so listed shall be delivered to
the Bank within 60 days following the Closing Date.  Except  policies  listed as
applied for, all  insurance  policies  listed on Schedule 5(g) are in full force
and effect,  with the  premiums  due thereon  paid,  and the  Borrower is not in
default with respect to any such policy. In addition,  all such policies satisfy
the requirements set forth in Section 6(l) hereof.

     (h) Litigation and Other Proceedings.  Except as set forth on Schedule 5(h)
hereto, there are no actions, suits or proceedings pending or threatened against
the Borrower before any court or any governmental department, commission, board,
bureau, agency or instrumentality, and none of the actions, suits or proceedings
listed on Schedule 5(h) could  reasonably be expected to be materially  adverse,
either individually or in the aggregate, to the business, properties,  financial
condition or prospects of the Borrower and its subsidiaries as a whole.

     (i) Labor  Matters.  Except  as set  forth on  Schedule  5(i)  hereto,  the
Borrower is not a party to any  collective  bargaining or similar  agreement and
has complied in all material respects with all applicable state and federal laws
respecting  employment  and  employment  practices,   terms  and  conditions  of
employment, wages and hours and other laws related to employment of employees of
the  Borrower or its  agents,  and there are no arrears in the payment of wages,
withholding or social security taxes,  unemployment  insurance premiums or other
similar  obligations  of the  Borrower  other  than in the  ordinary  course  of
business.

     (j) ERISA. No "prohibited  transaction" or "accumulated funding deficiency"
or "reportable event" has occurred with respect to any "single employer plan" of
the Borrower that could  subject the Borrower to a tax,  penalty or liability in
an amount in excess of $300,000 per such occurrence.  None of the Borrower,  any
predecessor  to the Borrower or any "commonly  controlled  entity" has ever been
included in a  "multiemployer  plan" as to which the  Borrower or any  "commonly

<PAGE>

controlled  entity"  would  have  liability  if the  Borrower  or any  "commonly
controlled  entity" were to withdraw  therefrom  (as each of the quoted terms is
defined or used in the  Employee  Retirement  Income  Security  Act of 1974,  as
amended  ("ERISA"),  and the  Internal  Revenue  Code of 1986,  as amended  (the
"Code")).

     (k)  Financial  Statements.  The  Borrower  has  delivered  to the Bank (i)
consolidated   financial   statements  of  the  Borrower  and  its  consolidated
subsidiaries,  including  consolidated balance sheets,  statements of income and
retained earnings and statements of changes in financial position (collectively,
the " 2003 Financial Statements") for and as of the end of the fiscal year ended
December 31, 2003, and (ii) unaudited consolidated balance sheets and statements
of income of the Borrower and its  consolidated  subsidiaries  for and as of the
end of the fiscal quarter ended March 31, 2004 (collectively,  together with the
2003  Financial  Statements,  the  "Financial  Statements").  The 2003 Financial
Statements  have  been  audited  by   PriceWaterhouseCooper,   certified  public
accountants.  The Financial  Statements  present fairly in all material respects
the consolidated financial condition and performance and results of operation of
the  Borrower  and its  consolidated  subsidiaries  for and as of the end of the
periods presented, in accordance with GAAP consistently applied (subject, in the
case of the unaudited Financial Statements, to normal year-end audit adjustments
and the omission of footnotes). Since December 31, 2003, (i) the physical assets
and  properties  owned or leased by the Borrower and its  subsidiaries  have not
suffered any material  destruction  or damage,  regardless of whether or not any
such loss was insured, (ii) neither the Borrower nor any of its subsidiaries has
incurred any Indebtedness or liabilities,  fixed, contingent or otherwise, other
than in the ordinary course of business, and (iii) there has not been a material
adverse   change  in  the  business  or  operations  of  the  Borrower  and  its
subsidiaries taken as a whole.

     (l) Projections . The Borrower has delivered to the Bank certain  unaudited
projections of the Borrower and its  subsidiaries,  including  projected balance
sheets,  projected  results of operations,  including  projected profit and loss
statements,  and  projected  cash  flow  statements,  each as of the end of each
fiscal year through  December 31, 2009.  The  projections  have been prepared in
accordance with GAAP consistently  applied with those used in the preparation of
the Financial  Statements  (subject to the addition of notes and, in the case of
interim  projections,   to  recurring  year-end   adjustments).   The  financial
projections have been prepared using  assumptions which the Borrower believes in
good  faith  to be  reasonable,  having a  reasonable  factual  basis;  and such
financial projections represent the good faith judgment of the management of the
Borrower as to the future  financial  results and  condition of the Borrower and
its subsidiaries.

     (m) Taxes.  The Borrower has filed all federal and state tax returns  which
are required to be filed and has paid all taxes shown on such returns and on all
assessments  received by it, to the extent that such taxes have become due.  All
of such tax returns are accurate and complete.  All other taxes and  assessments
of any nature with  respect to which the  Borrower is  obligated  and which have
become due are being paid or adequate accruals have been set up therefor.

<PAGE>

     (n)  Investments.  Except as set forth on  Schedule  5(n),  and  except for
subsidiaries of the Borrower  acquired by the Borrower  pursuant to acquisitions
that  either (i) are  funded by one or more  advances  under the Second  Line of
Credit  pursuant to Section 8 hereof or (ii) are  permitted  under  Section 6(k)
hereof,  the  Borrower  does  not own any  securities  or other  equity  or debt
interests in any corporation,  partnership or other business entity.  All of the
Affiliated Persons of the Borrower are set forth on Schedule 5(n).

     (o) Investment  Company.  The Borrower is not an "investment  company" or a
company  "controlled" by an "investment company" (as each of the quoted terms is
defined or used in the Investment Company Act of 1940, as amended).

     (p) Equity Structure.  The equity structure of the Borrower and each of its
subsidiaries, including each class of its capital stock and other securities, is
set forth on Schedule 5(p). Each of the Borrower's subsidiaries is wholly-owned,
directly or indirectly through one or more subsidiaries, by the Borrower.

     (q) Indebtedness for Money Borrowed.  Attached as Schedule 5(q) hereto is a
list  of  all   Indebtedness   for  Money  Borrowed  of  the  Borrower  and  its
subsidiaries,  indicating, as applicable,  the original principal amount of each
borrowing or debt,  the current  amount due thereon,  the terms and schedule for
payments in respect  thereof,  and the security,  if any,  given  therefor or in
connection  therewith.  Other than as set forth on Schedule 5(q) hereto, none of
such  Indebtedness  for Money  Borrowed  is  secured  by any lien,  encumbrance,
mortgage,  pledge,  or  security  interest  given by the  Borrower or any of its
subsidiaries.

     (r) Patents,  Copyrights  and  Trademarks.  Except as set forth on Schedule
5(r), the Borrower does not own any trademarks,  copyrights or patents which are
material  in the  ordinary  course of  business  as the  Borrower's  business is
currently  conducted or as such business is  contemplated to be conducted in the
future.

     (s)  Representations  Accurate.  No  representation or warranty made by the
Borrower  herein,  in  any  other  Loan  Document  or in any  other  certificate
furnished from time to time in connection herewith or therewith contains or will
contain any  misrepresentation of a material fact or omits or will omit to state
any material fact necessary to make the statements herein or therein (taken as a
whole in conjunction with all such documents) not misleading when made. There is
no condition specific to the business of the Borrower which materially adversely
affects, or which would in the future materially adversely affect, the business,
operations, property or financial condition of the Borrower and its subsidiaries
as a whole.

<PAGE>

     6. Covenants.  The Borrower  incorporates herein all of the affirmative and
negative  covenants  contained in the other Loan  Documents.  In  addition,  the
Borrower represents,  warrants, covenants and agrees as follows (and shall cause
each  of  its  subsidiaries  to  comply  with  the  following   representations,
warranties,   covenants  and   agreements  on  the  same  basis  as  which  such
representations,  warranties,  covenants and agreements  expressly  apply to the
Borrower):

     (a)  Payments.  The Borrower  shall duly and  punctually  make the payments
required under this Agreement and the Line of Credit Notes and shall perform and
observe all of its other obligations under the Loan Documents.

     (b) Intentionally omitted.

     (c) Financial Report. The Borrower will furnish to the Bank:

     (i) as soon as available, but in any event within 120 days after the end of
each fiscal year of the  Borrower,  a copy of the audited  consolidated  balance
sheet of the Borrower and its  consolidated  subsidiaries  as at the end of such
fiscal  year  and  the  related  audited  consolidated   statements  of  income,
stockholders'  equity and changes in financial position for such fiscal year, in
each case setting forth in  comparative  form the figures for the previous year,
reported on without a "going  concern" or like  qualification  or  exception  or
qualification  as to the scope of the audit,  by  independent  certified  public
accountants of nationally recognized standing, together with any letter from the
Borrower's  management  prepared in connection with the Borrower's  annual audit
report;

     (ii) as soon as available, but in any event within 60 days after the end of
each  fiscal  quarter end in each  fiscal  year of the  Borrower,  copies of the
unaudited  consolidated  balance  sheets of the  Borrower  and its  consolidated
subsidiaries as at the end of such quarterly  period,  together with the related
unaudited  consolidated  statements of income for such quarterly  period and for
the portion of the fiscal year of the Borrower through such quarterly period, in
each case certified by the Chief Financial Officer of the Borrower as presenting
fairly  in  all  material  respects  the  financial  condition  and  results  of
operations of the Borrower and its consolidated subsidiaries, in conformity with
GAAP (subject to normal  year-end  audit  adjustments  and to the fact that such
financial  statements may be condensed and may not include footnotes);  all such
financial  statements  to be complete and correct in all  material  respects and
prepared in reasonable  detail and in conformity with GAAP applied  consistently
throughout the periods reflected therein; and

     (iii) as soon as available, but in any event not less than 14 days prior to
the  end of each  fiscal  year  of the  Borrower,  a  projected  balance  sheet,
projected cash flow statement  (including  proposed  Capital  Expenditures)  and
projected  profit  and  loss  statement  of the  Borrower  and its  consolidated
subsidiaries  for the  forthcoming  fiscal year, in all cases setting forth such
financial  information  on a fiscal  quarter  by fiscal  quarter  basis for such
forthcoming fiscal year; provided that, in the event Borrower shall begin, after

<PAGE>

the Closing  Date,  to prepare such  projections  for a period  greater than the
forthcoming fiscal year, the Borrower shall furnish the same to Bank pursuant to
the terms of this Section 6(c)(iii).  Other Financial Reports. The Borrower will
also furnish to the Bank:

     (d) concurrently with the delivery of each set of the financial  statements
referred to in paragraphs  (i) and (ii) of Section  6(c), a  certificate  of the
President and Chief  Financial  Officer of the Borrower in the form of Exhibit C
attached  hereto (a "Compliance  Certificate")  (i) stating that, to the best of
such  person's  knowledge,  during the period  covered by such set of  financial
statements,  the  Borrower  has observed or performed in all respects all of its
covenants  and other  agreements  and satisfied in all material  respects  every
condition  contained  in this  Agreement  and the  other  Loan  Documents  to be
observed,  performed or satisfied by it, and that,  to the best of such person's
knowledge,  no Default or Event of Default  exists  (except as specified in such
certificate),  (ii) showing in detail the calculations supporting such statement
in respect of the  covenants  set forth in Sections 6(s) through 6(u) hereof and
(iii)  stating that such  financial  statements  present  fairly in all material
respects the  financial  condition and results of operations of the Borrower and
its consolidated subsidiaries, in conformity with GAAP (subject, with respect to
quarterly financial statements,  to normal year-end audit adjustments and to the
fact  that  such  financial  statements  may be  condensed  and may not  include
footnotes);

     (i) promptly after the same are sent and received,  copies of all financial
statements,  reports  and  notices  which the  Borrower  sends to holders of all
classes of capital  stock of the  Borrower or which the Borrower  receives  from
such holders;

     (ii) promptly,  such additional financial and other information as the Bank
may from time to time reasonably request; and

     (iii) as soon as  available,  a copy of each other report  submitted to the
Borrower by its certified  public  accountants  in  connection  with any annual,
interim or special audit made by them of the books of the Borrower.

     (e) Maintain Rights. The Borrower shall:

     (i) keep in full force and effect its corporate  existence and all material
rights,  licenses,  leases and franchises reasonably necessary to the conduct of
its business;

     (ii) duly observe and conform to all applicable  material  requirements  of
all  governmental  authorities  in any way  relating to it or the conduct of its
business,  all applicable material laws and regulations wherever its business is
conducted, and all applicable decrees, orders and judgments;

<PAGE>

     (iii)  perform or comply  with the terms and  conditions  of each  material
contract,  agreement or obligation to which it is a party, and the provisions of
its charter documents;

     (iv) keep true records and books of account;

     (v) not engage in any business other than the dental laboratory business in
which it is now engaged and businesses reasonably related thereto;

     (vi) not establish any  subsidiaries,  other than pursuant to  acquisitions
that  either (i) are  funded by one or more  advances  under the Second  Line of
Credit  pursuant to Section 8 hereof,  or (ii) are permitted  under Section 6(k)
hereunder.  All  subsidiaries  established or acquired by the Borrower or any of
its subsidiaries  shall be wholly-owned,  either directly or indirectly  through
one or more other  subsidiaries,  by the Borrower.  If such subsidiaries are not
consolidated or merged with the Borrower within 45 days of their  acquisition or
establishment,  then any such subsidiaries  shall become a borrower or guarantor
hereunder,  at the  Bank's  sole  discretion.  Upon  forming  or  acquiring  any
subsidiary,  at the Bank's  discretion  such  subsidiary  and the Borrower shall
execute and  deliver to the Bank (a) a joinder  agreement  substantially  in the
form of Exhibit D attached hereto and the documents  referred to therein and (b)
such other documents  reasonably requested by the Bank consistent with the terms
of this Agreement which provide that such  subsidiary  shall become bound by all
of the terms,  covenants and agreements  contained in the Loan  Documents.  Upon
satisfaction of the conditions set forth in this Section 6(e), each newly-formed
or acquired  subsidiary shall become a Borrower or guarantor hereunder and under
the other Loan  Documents  to the same extent as if such  subsidiary  had been a
party hereto and thereto on the Closing Date; and

     (vii) maintain its chief executive  office at 526 Boston Post Road Wayland,
MA 01778, or at such other place in the United States of America as the Borrower
shall  designate upon written notice to the Bank,  where notices,  presentations
and  demands to or upon the  Borrower  in respect of the Loan  Documents  may be
given or made.

     (f) No Transfers. The Borrower shall not sell, lease, transfer or otherwise
dispose of any assets  necessary  for the  effective or  efficient  operation or
proper  maintenance of its business,  except for (i) sales of obsolete equipment
in the ordinary course of business,  and (ii) sales of equipment in the ordinary
course of business not to exceed $25,000 in any fiscal year.

     (g) No Mergers.  The Borrower will not enter into any transaction of merger
or  consolidation,  or  liquidate,  wind up or  dissolve  itself  (or suffer any
liquidation  or  dissolution),  or convey,  sell,  lease,  transfer or otherwise
dispose of, in one transaction or a series of transactions,  all or any material
part of its  business,  property or tangible or intangible  assets,  whether now
owned or  hereafter  acquired,  or acquire,  by purchase  or  otherwise,  all or
substantially  all of the  business,  property  or fixed  assets of, or stock or
other  evidence  of  beneficial  ownership  of, any person or entity  other than
pursuant to (i) acquisitions  that either (A) are funded by one or more advances

<PAGE>

under a Line of Credit pursuant to Section 8 hereof,  or (B) are permitted under
Section  6(k)  hereunder  or  (ii) so long as no  Default  has  occurred  and is
continuing  both before and after giving  effect  thereto,  mergers  between any
subsidiary of the Borrower with and into the Borrower or any other subsidiary of
the Borrower,  provided that if the Borrower is a constituent  party to any such
merger it shall be the surviving corporation of such merger.

     (h) Payment of Taxes.  The Borrower  will  promptly pay and  discharge  all
taxes,  assessments and  governmental  charges or levies imposed upon it or upon
its income or profit or upon any property, real, personal or mixed, belonging to
it; provided,  however,  that the Borrower shall not be required to pay any such
tax,  assessment,  charge  or levy if the same  shall not at the time be due and
payable or can be paid  thereafter  without  penalty or if the validity  thereof
shall currently be contested in good faith by appropriate proceedings and if the
Borrower shall have made adequate provision on its books for the payment of such
tax,  assessment,  charge or levy; and provided further,  that such tax or other
sum shall be paid  before it gives rise to a lien  against  the  property of the
Borrower.

     (i)  Guaranties.  The Borrower  shall not become or be liable in respect of
any guaranty,  except for  guaranties in conjunction  with an  acquisition  that
either (i) is funded by an advance under a Line of Credit  pursuant to Section 8
hereof or (ii) is permitted  under Section 6(k) hereunder,  and  endorsements by
the Borrower in the ordinary  course of business of negotiable  instruments  for
deposit or collection.

     (j)  Agreements.  The  Borrower  shall not enter into any  agreement of any
nature whatsoever,  including without limitation any agreement which constitutes
or effects a material  modification  of any agreement to which the Borrower is a
party as of the date hereof,  other than in the ordinary course of its business;
provided,  that,  any such  agreement  which is entered into with an  Affiliated
Person (i) shall be  subject to the  restriction  on  compensation  set forth in
Section 6(r) below, (ii) shall be on an arms-length basis, and (iii) shall be on
terms and  conditions no more  favorable  than the Borrower could obtain from an
unrelated third party.

     (k)  Investments.  The  Borrower  shall  not make or  permit  to exist  any
investments,  directly or indirectly  (in the form of any  acquisition of assets
other than in the ordinary  course of business or other than an  acquisition  of
the assets of an entity engaged in a dental laboratory business;  or in the form
of any acquisition of stock,  securities,  indebtedness or obligation of, or any
loan, advance, capital contribution or transfer of property to, or any guarantee
or other  commitment  on behalf  of,  any  person,  other  than  pursuant  to an
acquisition of the stock or business of an entity engaged in a dental laboratory
business;  or otherwise),  other than in (i) United States Treasury  securities,
(ii) readily  marketable  direct  obligations of the United States of America or
any agency  thereof,  backed by the full faith and credit of the United  States,
(iii)  certificates  of deposit,  time deposits or banker's  acceptances  with a
limit  of  $5,000,000  per  institution  issued  by any of the top 50  financial
institutions  in the United  States of America or its  territories,  each having
total assets and surplus of at least $4,000,000,000, (iv) commercial paper rated
A1/P1 or better by  Standard  & Poor's  Corporation/Moody's  Investors  Service,
Inc.,  (v)  repurchase   agreements  made  against  securities  which  meet  the

<PAGE>

qualifications  stated herein,  (vi) tax-exempt  securities,  including  without
limitation,  municipal  bonds or notes,  rated A or better by Moody's  Investors
Service,  Inc, or (vii)  acquisitions  in accordance  with the  requirements  of
Section 8(c) hereof.

     (l)  Property.  The  Borrower  will  keep  all of its  property  reasonably
necessary for the continued  operation of its business in good working order and
condition,  reasonable wear and tear and, subject to Section 9 hereof, damage by
fire and other  casualty  excepted,  and  maintain  with  financially  sound and
reputable  insurance  companies  insurance  thereon in at least such amounts and
with such deductibles and against at least such risks (including  hazard) as are
usually  insured  against in the same general  area by companies  engaged in the
same or similar businesses;  and the Borrower will furnish to the Bank, upon its
written request, full information with respect to any insurance carried.

     (m) Books and Records.  The  Borrower  will (i) keep proper books of record
and account in which full,  true and correct entries in conformity with GAAP and
all  requirements  of law  shall be made of all  dealings  and  transactions  in
relation to its business and activities,  and (ii) permit representatives of the
Bank to  visit  and  inspect  any of its  properties  and to  examine  and  make
abstracts from any of its books and records at any reasonable  time and as often
as  may  reasonably  be  desired,  and  to  discuss  the  business,  operations,
properties  and  financial  condition  of the  Borrower  with its  officers  and
employees and with its independent certified public accountants.

     (n)  Notices.  The Borrower  will give notice to the Bank,  within five (5)
days of knowledge thereof, of:

     (i) the occurrence of any Default or Event of Default under this Agreement;

     (ii) any default or event of default under any other contractual obligation
of the Borrower  which, if not paid or remedied by the Borrower or waived by the
obligee thereon, could result in liability to the Borrower in excess of $300,000
in any single instance or $650,000 in the aggregate;

     (iii) any litigation, investigation or proceeding of which the Borrower has
knowledge which may exist at any time between the Borrower and any  governmental
authority which may have a material adverse effect on the business,  operations,
property or financial  condition of the Borrower,  any  litigation or proceeding
affecting  the  Borrower  which  may have a  material  adverse  effect  upon the
Borrower,   or  any  material  adverse   development  in  previously   disclosed
litigation;

     (iv) the following  events,  as soon as possible and in any event within 15
days after the Borrower  knows thereof:  (x) the  occurrence of any  "reportable
event"  with  respect to any  "single  employer  plan"  which in the  reasonable
judgment of the Borrower could be expected to have a material  adverse affect on
the Borrower or its business,  (y) the  institution of proceedings or the taking
or  expected  taking  of any  other  action  by the  Borrower  or any  "commonly
controlled entity" to terminate any "single employer plan" with respect to which

<PAGE>

there  exists  any  vested  unfunded  pension  liabilities  at the  time of such
termination,  or (z) the  "reorganization" or "insolvency" of any "multiemployer
plan" which may reasonably be expected to have a material  adverse affect on the
business,  operations,  property or financial condition of the Borrower (as each
of the quoted terms is defined or used in ERISA or the Code);

     (v) a material  adverse  change in the  business,  operations,  property or
financial condition of the Borrower and its subsidiaries as a whole; and

     (vi) the  revocation,  expiration  or loss of any license,  permit or other
governmental  authorization  of the  Borrower  material  to the  conduct  of the
business of the Borrower and its subsidiaries as a whole;

each notice pursuant to paragraphs (i) through (vi) of this Section 6(n) to be
accompanied by a statement of the President of the Borrower setting forth
details of the occurrence referred to therein and stating what action, if any,
the Borrower proposes to take with respect thereto.

     (o) Liens. The Borrower will not create,  incur,  assume or suffer to exist
any lien,  mortgage or other  encumbrance  upon any of its  property,  assets or
revenues, whether now owned or hereafter acquired, except for:

     (i) carriers', warehousemen's,  mechanics', materialmen's,  repairmen's, or
other  like liens  arising  in the  ordinary  course of  business  in respect of
obligations  not  overdue  for a period  of more than 60 days or which are being
contested in good faith by appropriate proceedings;

     (ii) easements,  rights-of-way,  restrictions,  license rights,  leases and
other similar encumbrances  incurred in the ordinary course of business which do
not in any case  materially  detract  from the  value  of the  property  subject
thereto or interfere with the ordinary conduct of the business of the Borrower;

     (iii)  pledges  or  deposits  in  connection  with  workers'  compensation,
unemployment  insurance  and other  social  security  legislation  and  deposits
securing liability to insurance carriers under self-insurance arrangements;

     (iv) deposits to secure the  performance of bids,  trade  contracts  (other
than for  borrowed  money),  leases,  statutory  obligations,  surety and appeal
bonds,  performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

     (v)  liens  existing  on the  assets  or  properties  of the  Borrower  and
identified on Schedule 5(e) attached hereto;

     (vi) purchase money liens securing additional  Indebtedness permitted under
Section 6(q) hereof;


<PAGE>

     (vii) liens securing the Borrower's obligations under operating leases; and

     (viii) liens upon assets acquired after the Closing Date in connection with
any  acquisition  permitted  under the terms of  Sections  6(k) and 8(c)  hereof
provided that such liens shall not secure Indebtedness in an aggregate amount in
excess of $300,000.

     In  addition,  the Borrower  shall not,  nor shall the Borrower  permit any
subsidiary to, enter into or permit to exist any  arrangement or agreement which
directly  or  indirectly  prohibits  the  Borrower or any such  subsidiary  from
creating or  incurring  any lien or  encumbrance  in favor of the Bank under the
Loan Documents.

     (p) Modifications.  The Borrower will not permit the modification or waiver
of or any change in any provisions of any agreement  relating to Indebtedness of
the  Borrower  if such  modification,  waiver or change  could  have a  material
adverse effect on the ability of the Borrower to perform its  obligations  under
this Agreement or the other Loan Documents  (such effect to be determined by the
Bank in its sole discretion).

     (q) Additional Indebtedness.  The Borrower shall not create, incur, assume,
agree to  purchase or  repurchase  or provide  funds in respect of or  otherwise
become or be or remain  liable  with  respect  to any  Indebtedness  of any type
whatsoever  owed to any  person,  except (i) with  respect  to any  Indebtedness
incurred pursuant to the terms of this Agreement  (including in conjunction with
an  acquisition  that is  either  funded  by an  advance  under a Line of Credit
pursuant  to  Section  8 hereof or  permitted  under  Section  6(k)  hereof)  or
outstanding  on the date  hereof  and  listed  on  Schedule  5(q)  hereto;  (ii)
obligations  to  make  payments  of  money  pursuant  to  so-called   "earn-out"
agreements  or other  similar  arrangements  providing  for the  payment  by the
Borrower of contingent  consideration  in connection with the acquisition of one
or more businesses;  (iii) trade indebtedness incurred in the ordinary course of
the  Borrower's   business;   and  (iv)   Indebtedness  in  respect  of  Capital
Expenditures not exceeding $300,000 in the aggregate during any 12-month period.

     (r)  Payments  to  Affiliated  Persons.  The  Borrower  shall  not make any
payment, compensation or distribution,  directly or indirectly,  whether in cash
or in  property  and  whether  in  respect  of stock  ownership  or  employment,
management,  consulting or other services or for any other reason whatsoever, to
any Affiliated Person,  except that (i) the Borrower may (A) pay compensation in
the form of salary,  fringe benefits and reimbursement  for reasonable  business
expenses to Affiliated  Persons who are directors or officers of the Borrower in
the ordinary  course of business and in a manner  consistent with past practice,
(B) pay  bonuses to such  Affiliated  Persons and (C)  repurchase  shares of the
Borrower's capital stock from such Affiliated Persons and (ii) any subsidiary of
the Borrower may pay dividends and make distributions to the Borrower;  provided
that  immediately  prior to and after giving effect to any such bonus payment or
stock repurchase there exists no Default or Event of Default hereunder,  and the
Bank  receives a  certificate  to such effect  signed by the  President or Chief
Financial Officer of the Borrower.


<PAGE>

     (s)  Consolidated  Total  Liabilities  to  Consolidated  Tangible Net Worth
Ratio. The Borrower shall not permit the ratio of Consolidated Total Liabilities
to  Consolidated  Tangible  Net Worth as of the end of any fiscal  quarter to be
greater than 1.5:1.

     (t) Fixed Charge  Coverage  Ratio.  The Borrower shall not permit the Fixed
Charge Coverage Ratio as of the end of any fiscal quarter to be less than 1.5:1.

     (u) Minimum Consolidated EBITDA. The Borrower shall not permit Consolidated
EBITDA to be less than (i)  $3,510,500  for the fiscal  quarter  ending June 30,
2004,  (ii) $2,758,000 for the fiscal quarter ending  September 30, 2004,  (iii)
$3,385,000 for the fiscal quarter ending  December 31, 2004, (iv) $3,176,000 for
the fiscal quarter ending March 31, 2005, (v) $ 3,866,000 for the fiscal quarter
ending June 30, 2005,  (vi)  $3,038,000 for the fiscal quarter ending  September
30, 2005,  (vii)  $3,728,000 for the fiscal  quarter  ending  December 31, 2005,
(viii) $3,533,000 for the fiscal quarter ending March 31, 2006, (ix) $ 4,300,000
for the fiscal  quarter  ending June 30,  2006,  (x)  $3,379,000  for the fiscal
quarter ending September 30, 2006, (xi) $4,146,000 for the fiscal quarter ending
December 31, 2006,  (xii)  $3,968,000  for the fiscal  quarter  ending March 31,
2007, and (xiii) $4,831,000 for the fiscal quarter ending June 30, 2007.

     (v) Bank  Accounts.  (i) No later than 30 days from the Closing  Date,  the
Borrower shall establish its primary operating account with Fleet National Bank,
and (ii) at all times after such date,  the Borrower  shall maintain its primary
operating account with Fleet National Bank. As of the Closing Date, the Borrower
and its  subsidiaries  do not maintain any bank accounts other than as set forth
on Schedule 6(v). For the avoidance of any doubt, it is hereby acknowledged that
for the purposes of this Section 6(v), "establish its primary operating account"
means that the Borrower  shall  maintain all of its cash  management  activities
with Fleet  National Bank by  transferring  all of the bank accounts  maintained
with Citizens Bank and marked "Corporate" on the attached Schedule 6(v) to Fleet
National  Bank,  and that with respect to bank  accounts  established  after the
Closing Date,  Borrower  shall use best efforts to establish  such bank accounts
with Fleet National Bank or Bank of America, N.A.

     (w)  Further  Assurances.  At any time and from  time to time the  Borrower
shall,  and shall cause each of its  subsidiaries  to,  execute and deliver such
further  instruments and take such further action as may reasonably be requested
by the  Bank to  effect  the  purposes  of this  Agreement  and the  other  Loan
Documents.  Without limitation of the foregoing, upon receipt of an affidavit of
an officer of the Bank as to the loss,  theft,  destruction or mutilation of any
Note, and, in the case of any such loss, theft, destruction or mutilation,  upon
cancellation  of  such  Note,  the  Borrower  will  issue,  in lieu  thereof,  a
replacement  Note in the same  principal  amount  thereof and  otherwise of like
tenor.

     (x)  Post-closing  Lien  Searches.  No later than 30 days from the  Closing
Date,  Borrower  shall  deliver to Bank the results of UCC lien  searches in the
following  jurisdictions : Texas, New Hampshire,  Delaware, and Louisiana (which
jurisdictions represent in the aggregate 40% of the total revenues and assets of
the Borrower),  indicating no liens,  mortgages or other  encumbrances on any of
the Borrower's  property,  assets or revenues,  other than liens permitted under

<PAGE>

Section 6(o) hereof,  and  otherwise in form and substance  satisfactory  to the
Bank.

     7.  Conditions  of  Closing.  The  obligation  of the Bank to make  initial
advances  under a Line of Credit or to issue any  Letter of Credit is subject to
the satisfaction of all of the following conditions on or prior to the Closing:

     (a) Line of Credit  Notes.  The Bank shall have received the Line of Credit
Notes, duly executed and delivered by the Borrower, each in form satisfactory to
the Bank and its special counsel.

     (b)  Warranties and Covenants.  All warranties and  representations  of the
Borrower and its  subsidiaries  in this  Agreement and the other Loan  Documents
shall be true on the date of the Closing as if then given,  each of the Borrower
and  its  subsidiaries  shall  have  performed  or  observed  all of the  terms,
covenants,  conditions and  obligations  under this Agreement and the other Loan
Documents  which are  required to be  performed or observed by it on or prior to
such  date,  and on such date there  shall  exist no Default or Event of Default
hereunder.

     (c) Closing Certificate. The Bank shall have received a certificate,  dated
as of the Closing and executed by the President and the Chief Financial  Officer
of the  Borrower,  in form and  content  satisfactory  to the Bank,  stating the
substance of the foregoing clause (b).

     (d) Financial  Statements.  The Bank shall have received  copies of (1) the
2003 Financial  Statements,  together with the management  letter for the fiscal
year ending December 31, 2003, and (2) the unaudited consolidated balance sheets
of the Borrower and its consolidated subsidiaries as of March 31, 2004, together
with the related unaudited consolidated statements of income for such period and
for  the  portion  of the  fiscal  year of the  Borrower  through  such  period,
certified by the Chief Financial Officer of the Borrower as presenting fairly in
all material  respects the financial  condition and results of operations of the
Borrower and its consolidated subsidiaries,  in conformity with GAAP (subject to
normal year-end audit adjustments and to the fact that such financial statements
may be  condensed  and may not include  footnotes),  and Bank shall be satisfied
with the  foregoing.  There  shall have been no  material  misstatements  in, or
omissions from, such financial statements and any other documentation  furnished
to the Bank.

     (e) Annual  Report.  The Bank shall have received  copies of the Borrower's
Annual  Report on Form 10-K for the fiscal  year  ended  December  31,  2003 and
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004.

     (f) No Adverse Change. There shall have occurred no material adverse change
in (1) the business, prospects,  operations,  properties or condition (financial
or otherwise) of the Borrower or any subsidiary  taken as a whole since the date
of March 31, 2004  financial  statements,  or (2) the ability of the Borrower or
any of its subsidiaries to perform their obligations under the Loan Documents.

<PAGE>

     (g) Closing Fees and Legal  Expenses.  At the Closing,  the Borrower  shall
have paid to the Bank (i) the annual $10,000  facility fee referenced in Section
2(c)(ii) hereof, and (ii) all costs and expenses (including legal fees) referred
to in Section 12(h).

     (h) Legal Opinions.  All legal matters  incident to this Agreement shall be
satisfactory  to Goulston & Storrs,  special  counsel to the Bank,  and the Bank
shall have received at the Closing the legal  opinion of Posternak  Blankstein &
Lund  LLP,  counsel  to  the  Borrower,  such  opinion  in  form  and  substance
satisfactory to the Bank and its special counsel.

     (i) Projections. The Bank shall have received copies of the Borrower's base
line  fiscal  quarter  by fiscal  quarter  projections  for  fiscal  year  2004,
including  profit and loss,  balance sheet,  cash flow and schedules  reflecting
branch profit and losses.

     (j)  Approval.   All  necessary  consents,   approvals  and/or  waivers  in
connection with the  consummation of the  transactions  contemplated by the Loan
Documents shall have been obtained by the Borrower and copies thereof shall have
been delivered to the Bank.

     (k) Legality of  Transactions.  No change in  applicable  law or regulation
shall have occurred as a consequence  of which it shall have become and continue
to be unlawful (i) for the Bank to perform any of its  respective  agreements or
obligations  under any of the Loan  Documents,  or (ii) for the  Borrower or any
subsidiary to perform any of its agreements or obligations under any of the Loan
Documents.

     (l) Proof of Corporate Action; Good Standing.  The Bank shall have received
from the  Borrower  and any  subsidiaries  a  certificate,  certified  by a duly
authorized officer of such Borrower or subsidiary to be true and complete on the
Closing Date,  (i) attaching a copy of records of all corporate  action taken by
Borrower or such  subsidiary to authorize (a) its execution and delivery of each
of  the  Loan  Documents  to  which  it is or is to  become  a  party,  (b)  its
performance  of all  of its  agreements  and  obligations  under  each  of  such
documents,  and (c) any borrowings and other  transactions  contemplated by this
Agreement,  (ii) certifying as to its charter or other organizational  documents
and its by-laws,  and (iii) giving the name and bearing a specimen  signature of
each  individual  who shall be  authorized to sign, in the name and on behalf of
the Borrower, each of the Loan Documents to which it is or is to become a party,
to make application for the Loans and Letters of Credit, and to give notices and
to take other action on its behalf under the Loan Documents.

     (m) Organizational  and Capital  Structure.  The organizational and capital
structure of the Borrower and any subsidiaries shall be reasonably  satisfactory
to the Bank.

     (n) Payoff and Release  Letters.  The Bank shall have received a payoff and
release letter (and related UCC-3 financing  statements or other discharges,  if
applicable) in form and substance  satisfactory  to the Bank from Citizens Bank,
and  arrangements  satisfactory to the Bank shall have been made by the Borrower
with respect thereto.

<PAGE>

     (o) Lien  Searches.  The Bank shall have  received  from the  Borrower  the
results of lien searches (UCC, state tax, federal tax, judgment,  litigation and
bankruptcy)  in  the  Commonwealth  of  Massachusetts  from  a  service  company
reasonably  satisfactory  to the Bank,  indicating no liens,  mortgages or other
encumbrances on any of the Borrower's property,  assets or revenues,  other than
liens permitted  under Section 6(o) hereof,  and otherwise in form and substance
satisfactory to the Bank.

     (p) Other  Documents.  The Bank shall have received all other documents and
assurances  which it requires or which it may  reasonably  request in connection
with the transactions  contemplated by this Agreement,  and such documents shall
be certified, when appropriate, by the proper authorities or corporate officers.
All such  documents  and all  proceedings  to be taken in  connection  with such
transactions  shall be  satisfactory  in form and  substance to the Bank and its
special counsel.

     8. Conditions of Making Subsequent Advances.  The obligation of the Bank to
make any  advance  under a Line of Credit  or to issue  any  Letter of Credit is
subject to the satisfaction of the following  conditions  precedent on or before
the date of each such subsequent  advance or issuance of a Letter of Credit (the
"Borrowing Date"):

     (a)  Representations  and Warranties.  The  representations  and warranties
contained  in  Section  5 hereof  and  otherwise  made by the  Borrower  and its
subsidiaries  in the Loan  Documents  shall have been  correct as of the date on
which made and shall also be correct at and as of such  Borrowing  Date with the
same effect as if made at and as of such time, except as may have been disclosed
to the Bank by the  Borrower  and to which  the  Bank has  consented  and to the
extent that the facts upon which such  representations  and warranties are based
may  in  the  ordinary  course  be  changed  by the  transactions  permitted  or
contemplated hereby.

     (b) Performance. The Borrower and its subsidiaries shall have performed and
complied  with all  terms,  conditions,  covenants  and  obligations  under this
Agreement and the other Loan Documents required to be performed or complied with
by it prior to or on such Borrowing Date, and on such Borrowing Date there shall
exist no Default or Event of Default hereunder.

Each request by the Borrower for an advance under a Line of Credit shall
constitute certification by the Borrower that the conditions specified in
Sections 8(a) and 8(b) will be duly satisfied on the date of such advance.

     (c)  Acquisitions.  If the  Borrower  desires  to make a drawing  under the
Second  Line of  Credit,  the  proceeds  of  which  may  only be used to fund an
acquisition  by the Borrower,  then the  obligation of the Bank to make any such
advance is subject to the satisfaction of the following  conditions precedent on
or before the Borrowing Date for such advance:

     (i) The entity  whose  business,  assets or stock is to be  acquired by the
Borrower with funds from the requested  advance must be primarily engaged in the
dental laboratory business or a business closely related thereto;

<PAGE>

     (ii)  the  Borrower   shall  have   provided  the  Bank  with  a  projected
consolidated  pro forma balance sheet, a projected  consolidated  pro forma cash
flow  statement  (including  proposed  Capital  Expenditures)  and  a  projected
consolidated  pro  forma  profit  and loss  statement  of the  Borrower  and its
subsidiaries for the period ending on the last day of the first full fiscal year
following  the date of the  requested  advance,  in all cases setting forth such
financial  information  on a fiscal  quarter  by fiscal  quarter  basis for such
period and giving effect to such acquisition;

     (iii)  The  Borrower  shall  have  provided  the Bank  with (1)  historical
financial  statements  of the entity  whose  business,  assets or stock is to be
acquired, as may be requested by Bank, and (2) evidence satisfactory to the Bank
in its sole discretion that the entity whose business,  assets or stock is to be
acquired by the Borrower with funds from the requested  advance has historically
generated  recast positive cash flow; for purposes of this  provision,  positive
cash flow that is "recast"  shall be  determined  by  calculating  the  acquired
entity's net income by adjusting  the amount of  depreciation  and  amortization
incurred,  any other  non-cash  charges,  non-recurring  expenses,  or excessive
salaries  incurred,  and the manufacturing  costs to the level that the acquired
entity  would have  incurred had it been  operated by the  Borrower  during such
period;

     (iv) immediately prior to, and after giving effect to, such acquisition, no
Default or Event of Default  shall exist,  and the Borrower  shall have provided
the Bank with evidence  satisfactory  to the Bank  demonstrating  the Borrower's
compliance  with  all of its  covenants  and  agreements  under  this  Agreement
(including,  but not limited to, its  financial  covenants set forth in Sections
6(s) through (u), as evidenced by Borrower's Compliance  Certificate) both prior
to such  acquisition  and on a pro  forma  basis  after  giving  effect  to such
acquisition;

     (v) upon  consummation  of such  acquisition,  any  corporation or business
entity acquired which remains a separate legal entity from the Borrower shall be
a party to such of the Loan  Documents as is required by the Bank, as more fully
described in Section 6(e)(vi) hereof; and

     (vi) the Borrower  shall have  obtained  the prior  written  consent  (such
consent  not to be  unreasonably  withheld)  of the  Bank  for  (1)  any  single
acquisition   with  a  purchase   price,   whether  payable  in  cash  or  other
consideration,  that exceeds  $4,000,000,  and (2) in any event, at such time as
the  aggregate  purchase  price  for  acquisitions  after  the  Closing  exceeds
$10,000,000,  for any single acquisition with a purchase price,  whether payable
in cash or other consideration,  that exceeds $2,000,000.  Bank shall respond to
Borrower's  request for  consent  within five (5)  Business  Days of  Borrower's
providing  Bank with the  information  and  documents  in  accordance  with this
Section 8(c).

<PAGE>

     9. Events of Default.  Each of the following  shall  constitute an event of
default (an "Event of Default") under this  Agreement,  the Line of Credit Notes
and the other Loan Documents:

     (a) Representations and Warranties.  Any representation or warranty made by
the  Borrower or any of its  subsidiaries  in this  Agreement  or any other Loan
Document shall prove to have been  incorrect in any material  respect when made,
or any information furnished in writing,  whether in this Agreement or any other
Loan Document,  shall prove to be untrue in any material  respect on the date on
which it is or was given.

     (b)  Covenants.  The  Borrower  or any of its  subsidiaries  shall  fail to
perform or observe any  covenant or  condition  contained or referred to in this
Agreement or any Line of Credit Note,  including without  limitation the failure
to make any payment of  principal  or interest on a Line of Credit Note or other
amounts when due or any payment of any fee hereunder;  provided,  however,  that
failure  to make any  payment  of  interest  on a Line of Credit  Note shall not
constitute  an Event of Default  under this  Agreement  until such failure shall
have continued for five (5) days after the same became due and payable; provided
further that any failure to perform under Sections  6(b),  (c), (d), (l) and (m)
hereof shall not constitute an Event of Default under this Agreement  until such
failure shall have continued uncured for 10 days.

     (c)  Acceleration.  Any event occurs which permits the  acceleration of the
maturity  of any  Indebtedness  of the  Borrower or any of its  subsidiaries  in
excess  of  $300,000  under  any  mortgage,  deed  of  trust,  security  or loan
agreement,  indenture,  note or other undertaking;  or any demand for payment is
made  with  respect  to  any   Indebtedness  of  the  Borrower  or  any  of  its
subsidiaries.

     (d) Loan  Documents.  Any default or event of default shall occur under any
of the  Loan  Documents  (other  than a  default  or event  of  default  that is
elsewhere specifically dealt with in this Section 9).

     (e) Voluntary  Bankruptcy.  The Borrower or any of its  subsidiaries  shall
commence   a   voluntary   case  or  other   proceeding   seeking   liquidation,
reorganization  or other  relief  with  respect to itself or its debts under any
bankruptcy,  insolvency  or other  similar  law now or  hereafter  in  effect or
seeking the appointment of a trustee, receiver,  liquidator,  custodian or other
similar official of it or any substantial part of its property, or shall consent
to any such relief or to the  appointment  of or taking  possession  by any such
official in an involuntary  case or other  proceeding  commenced  against it, or
shall make a general  assignment  for the  benefit of  creditors,  or shall fail
generally  to pay its debts as they  become  due,  or shall  take any  corporate
action to authorize any of the foregoing;

     (f) Involuntary  Bankruptcy.  An involuntary case or other proceeding shall
be  commenced   against  the  Borrower  or  any  of  its  subsidiaries   seeking
liquidation,  reorganization  or other  relief  with  respect to it or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the  appointment  of a trustee,  receiver,  liquidator,  custodian or
other similar official of it or any substantial  part of its property,  and such

<PAGE>

involuntary case or other proceeding shall remain undismissed and unstayed for a
period of 60 days; or an order for relief shall be entered  against the Borrower
or any of its subsidiaries under the federal bankruptcy laws as now or hereafter
in effect;

     (g)  Seizure  of  Assets.  There  shall  occur  any  seizure,   vesting  or
intervention  by or under  the  authority  of a  governmental  unit by which the
Borrower's  management  is  displaced  or its  authority  in the  conduct of its
business is materially curtailed.

     (h)  Judgments.  Any  judgment,  order or writ in  excess  of  $300,000  is
rendered or entered  against the  Borrower  or any of its  subsidiaries  and not
paid,  satisfied  or  otherwise  discharged  within  60  days of the  date  such
judgment, order or writ becomes final and non-appealable.

     (i) Liens.  A notice of lien,  levy or assessment is filed or recorded with
respect to any material part of the assets of the Borrower and its  subsidiaries
taken  as  a  whole  by  the  United  States,  or  any  department,   agency  or
instrumentality  thereof,  or  by  any  state,  county,  municipality  or  other
governmental  agency,  or any taxes or debts owing at any time  hereafter to any
one of them become a lien upon a material part of the assets of the Borrower and
its subsidiaries taken as a whole.

     (j)  Casualty  Loss.  There shall  occur any  material  casualty  loss with
respect to a material part of the Borrower's or any subsidiary's assets.

     (k) Qualified Audit Report. Any audit report required pursuant to Section 6
is not an unqualified  audit report,  unless the reason for qualification is not
material, as determined in the Bank's sole and absolute discretion.

     (l) Change of Control.  (i) Any person or group of persons acting  together
(within the meaning of Section 13 or 14 of the Securities  Exchange Act of 1934,
as amended)  shall have  acquired  at any time after the date hereof  beneficial
ownership  (within the meaning of Rule 13d-3  promulgated  by the Securities and
Exchange  Commission  under said Act) of more than thirty  percent  (30%) of the
common stock or other  capital  securities of the Borrower  outstanding  at such
time and (ii) and such person or group of persons  (including  any  designees or
appointees of such person or group or person) shall hold or control  (whether by
acting as a Director,  by any voting  agreement  or  arrangement  or  otherwise)
one-third  (1/3) or more of the votes  eligible to be cast by  Directors  at any
duly called meeting of the Board of Directors of the Borrower.

     (m) ERISA.  The  occurrence of any of the  following:  (a) Any  "prohibited
transaction"  or  "accumulated  funding  deficiency"  shall have  occurred  with
respect  to any  "single  employer  plan" of the  Borrower  to the  extent  such
occurrence  would cause liability to the Borrower or any of its  subsidiaries in
an amount in excess of $300,000 per occurrence; (b) any "reportable event" shall
have occurred with respect to any "single  employer  plan" of the Borrower which
in the reasonable  judgment of the Borrower could be expected to have a material
adverse  effect on the Borrower or its business;  (c) any of the  Borrower,  any

<PAGE>

predecessor to the Borrower or any "commonly  controlled entity" shall have been
included in a  "multiemployer  plan" as to which the  Borrower or any  "commonly
controlled   entity"  has  liability  because  the  Borrower  or  any  "commonly
controlled  entity" withdrew therefrom to the extent such occurrence would cause
liability to the Borrower or any of its  subsidiaries  in an amount in excess of
$300,000 per occurrence; (d) the institution of proceedings or the taking of any
other action by the Borrower or any  "commonly  controlled  entity" to terminate
any  "single  employer  plan"  with  respect  to which  there  exists any vested
unfunded pension  liabilities at the time of such termination to the extent such
occurrence  would cause liability to the Borrower or any of its  subsidiaries in
an amount in excess of $300,000 per occurrence;  or (e) the  "reorganization" or
"insolvency"  of any  "multiemployer  plan" which may  reasonably be expected to
have  a  material  adverse  effect  on the  business,  operations,  property  or
financial  conditions of the Borrower (as each of the quoted terms is defined or
used in ERISA or the Code).

     10. Remedies.

     (a) Upon the occurrence and during the  continuation of an Event of Default
under this  Agreement,  the Bank may exercise  any one or more of the  following
rights and remedies (all of which shall be cumulative):

     (i)  declare  all or any part of the  loans or  other  amounts  outstanding
hereunder  or under the Line of  Credit  Notes  and the  other  Loan  Documents,
together  with all accrued  interest  thereon and all fees and expenses  related
thereto,  to be  forthwith  due and  payable,  whereupon  the same shall  become
forthwith due and payable, without presentment,  demand, protest or other notice
of any kind, all of which are expressly waived by the Borrower;

     (ii) terminate the Lines of Credit, the Bank's obligations to issue Letters
of Credit  hereunder,  and any other financial  accommodations or commitments of
the Bank provided for by this Agreement or the other Loan Documents;

     (iii) not extend the expiry date of any outstanding Letter of Credit;

     (iv)  proceed with every remedy that is provided for herein or in the other
Loan Documents, or that the Bank may have under applicable law;

provided that, if any Event of Default specified in clause (e) or (f) of Section
9 occurs, then without any notice to the Borrower or any other act by the Bank,
the Lines of Credit, the Bank's obligations to issue Letters of Credit
hereunder, and any other financial accommodations or commitments provided for in
this Agreement or the other Loan Documents shall thereupon terminate and all
loans and other amounts outstanding hereunder or under the Line of Credit Notes
or the other Loan Documents, together with all accrued interest thereon and all
fees and expenses related thereto shall become immediately due and payable,
without presentment, demand, protest or notice of any kind, all of which are
hereby waived by the Borrower.

<PAGE>

     (b) Without  limitation of any other right or remedy of the Bank, (i) if an
Event of  Default  shall have  occurred  and the Bank  shall  have  demanded  or
accelerated  the loans  outstanding  under the Credit  Facility  or (ii) if this
Agreement  and/or the Credit  Facility  described  herein  shall have expired or
shall have been  earlier  terminated  by either the Bank or the Borrower for any
reason, the Borrower shall,  promptly after it receives a request from the Bank,
deposit  with the  Bank in cash a sum  equal  to the  total of all then  undrawn
amounts  under all  outstanding  Letters  of  Credit  issued by the Bank for the
account of the Borrower,  such cash deposit to serve as cash  collateral for the
Borrower's  reimbursement  obligations in respect of such undrawn  amounts under
such  Letters of Credit;  provided  that,  if any Event of Default  specified in
clause (e) or (f) of Section 9 occurs,  the Borrower  shall  deposit such amount
with the Bank  forthwith  without  any  notice or demand or any other act by the
Bank.

     11. Intentionally reserved.

     12. Miscellaneous.

     (a)  Waivers.  This  Agreement  and the  other  Loan  Documents  may not be
changed, waived,  discharged or terminated orally or in writing, except that any
term of this  Agreement  or any  other  Loan  Document  may be  amended  and the
performance  or observance by the Borrower of any term of this  Agreement or any
other Loan Document may be waived (either generally or in a particular  instance
and either  retroactively  or  prospectively)  with,  but only  with,  the prior
written consent of the Bank.

     (b) Delays. No delay on the part of the Bank in exercising any right, power
or privilege hereunder shall operate as a waiver thereof,  nor shall any partial
exercise or waiver of any  privilege  or right  hereunder  preclude  any further
exercise of such privilege or right or the exercise of any other right, power or
privilege.  The rights and remedies expressed in this Agreement and in the other
Loan Documents are cumulative and not exclusive of any right or remedy which the
Bank may otherwise have. To the extent the Bank holds any collateral as security
for payment or any of the other obligations  hereunder,  the Bank may release or
surrender, exchange or substitute any real estate or personal property, or both,
or other  collateral  security now or hereafter held as security for the payment
of the Line of Credit Notes or any other obligations of the Borrower to the Bank
under this  Agreement or the other Loan Documents or however  arising.  Bank may
extend the time for payment or otherwise modify the terms of payment of any part
or the whole of the Line of Credit Notes.

     (c) Notices.  Any  notices,  consents or other  communications  to be given
under this Agreement or under the other Loan  Documents  shall be in writing and
shall be deemed given when mailed to the respective parties by overnight courier
or by  registered  mail  addressed  as set  forth  on the  first  page  of  this
Agreement,  with all such notices, consents and other communications to the Bank
to be sent to the  attention  of Elise M. Russo,  or to such other  addresses as
either party may from time to time  designate for that  purpose.  A copy of each
notice to the Bank shall also by sent to the Bank's special counsel,  Goulston &
Storrs, 400 Atlantic Avenue, Boston, Massachusetts 02110-3333, Attention: Philip
A. Herman,  Esquire. A copy of each notice to the Borrower shall also be sent to
the Borrower's  counsel,  Posternak  Blankstein & Lund LLP, 800 Boylston Street,

<PAGE>

Prudential Tower, Boston, Massachusetts 02199-8004, Attention: Donald H. Siegel,
P.C.  Section  headings and defined  terms in this  Agreement and the other Loan
Documents  are included for  convenience  only and are not intended to modify or
define any term or provision of any such instrument.

     (d) Set-Off.  Regardless of the adequacy of any  collateral,  any deposits,
balances or other sums  credited by or due from the Bank to the  Borrower or any
of its subsidiaries may, at any time or from time to time, without notice to the
Borrower  or any of its  subsidiaries  or  compliance  with any other  condition
precedent now or hereafter imposed by statute,  rule of law or otherwise (all of
which are hereby expressly waived), be set off,  appropriated and applied by the
Bank against any or all such  obligations in such manner as the Bank in its sole
discretion may determine.

     (e)  Jurisdiction;  Waiver of Jury Trial. The Borrower,  for itself and its
subsidiaries,  irrevocably  submits  to the  jurisdiction  of the  courts of the
Commonwealth  of  Massachusetts  and the United  States  District  Court for the
District  of  Massachusetts  for  the  purpose  of any  suit,  action  or  other
proceeding  brought by the Bank arising out of or relating to this  Agreement or
any other Loan  Document,  and the  Borrower,  for itself and its  subsidiaries,
waives and agrees not to assert by way of motion,  as a defense or  otherwise in
any such suit,  action or proceeding,  any claim that the Borrower or any of its
subsidiaries is not personally  subject to the jurisdiction of the courts of the
Commonwealth  of  Massachusetts  or the  United  States  District  Court for the
District of  Massachusetts  or that the  property of the  Borrower or any of its
subsidiaries  is exempt or immune from execution or attachment,  either prior to
judgment or in aid of execution,  that the suit, action or proceeding is brought
in an inconvenient  forum or that the venue of the suit, action or proceeding is
improper,  or that this  Agreement  or any other Loan  Document  or the  subject
matter  hereof or thereof may not be  enforced in or by such court.  EACH OF THE
BORROWER AND THE BANK HEREBY MUTUALLY  KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY
WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING
OUT OF, UNDER OR IN CONNECTION  WITH THIS  AGREEMENT OR ANY OTHER LOAN DOCUMENTS
CONTEMPLATED  TO BE  EXECUTED IN  CONNECTION  HEREWITH OR ANY COURSE OF CONDUCT,
COURSE OF  DEALING,  STATEMENTS  (WHETHER  VERBAL OR  WRITTEN) OR ACTIONS OF ANY
PARTY, AND AGREE THAT NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY
OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.  EACH PARTY
HERETO  CERTIFIES THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT  OF  LITIGATION,  SEEK  TO  ENFORCE  THE  FOREGOING  WAIVER.  THIS  WAIVER
CONSTITUTES A MATERIAL  INDUCEMENT  FOR BANK TO EXECUTE THIS  AGREEMENT AND MAKE
THE LOANS AND EXTEND CREDIT TO BORROWER.

     (f) Usury.  All agreements  between  Borrower and Bank are hereby expressly
limited  so that in no  contingency  or event  whatsoever,  whether by reason of
acceleration  of maturity of the  indebtedness  evidenced  hereby or  otherwise,
shall  the  amount  paid  or  agreed  to be  paid  to  Bank  for  the use or the

<PAGE>

forbearance of the indebtedness  evidenced hereby exceed the maximum permissible
under  applicable law. As used herein,  the term "applicable law" shall mean the
law in effect as of the date hereof; provided,  however, that in the event there
is a change in the law which results in a higher  permissible  rate of interest,
then the  Line of  Credit  Notes  shall  be  governed  by such new law as of its
effective date. In this regard,  it is expressly agreed that it is the intent of
Borrower  and Bank in the  execution,  delivery  and  acceptance  of the Line of
Credit Notes to contract in strict  compliance with the laws of the Commonwealth
of  Massachusetts   from  time  to  time  in  effect.  If,  under  or  from  any
circumstances  whatsoever,  fulfillment of any provision hereof or of any of the
Loan Documents at the time of performance of such provision  shall be due, shall
involve  transcending  the limit of such validity  prescribed by applicable law,
then the obligation to be fulfilled shall automatically be reduced to the limits
of such validity, and if under or from any circumstances  whatsoever Bank should
ever receive as interest an amount  which would exceed the highest  lawful rate,
such amount which would be excessive  interest shall be applied to the reduction
of the principal  balance  evidenced  hereby and not to the payment of interest.
This provision  shall control every other  provision of all  agreements  between
Borrower and Bank.

     (g) Execution.  This Agreement may be signed in any number of counterparts,
which together will be one and the same instrument.  This Agreement shall become
effective whenever each party shall have signed at least one such counterpart.

     (h)  Governing  Law.  This  Agreement  shall be governed by the laws of the
Commonwealth  of  Massachusetts  and for all  purposes  shall  be  construed  in
accordance with the laws of such Commonwealth.

     (i)  Fees;  Indemnification.   Whether  or  not  any  funds  are  disbursed
hereunder,  the  Borrower  shall  pay all of the  Bank's  reasonable  costs  and
expenses  in  connection  with the  preparation,  execution,  delivery,  review,
administration  and  enforcement of this Agreement and the other Loan Documents,
including reasonable legal fees and disbursements;  provided that the legal fees
of the Bank's special counsel in connection with the preparation,  execution and
delivery of this Agreement shall not exceed $10,000.  The Borrower hereby agrees
to  indemnify  and hold  harmless  the Bank from and against any and all claims,
damages, losses, liabilities,  costs or expenses (including, without limitation,
the reasonable fees and  disbursements of counsel) which the Bank may reasonably
incur (or which may be claimed  against  the Bank by any person  whatsoever)  by
reason of, in  connection  with or in any way related to this  Agreement and the
other Loan Documents or any of the transactions  contemplated hereby or thereby;
provided  that the Borrower  shall not be required to indemnify the Bank for any
claims, damages, losses, liabilities,  costs or expenses to the extent, but only
to the extent caused by gross negligence or willful misconduct of the Bank.

     (j) Binding Nature. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their  respective  successors and assigns;
provided that the rights and  obligations  under this Agreement and under any of
the other Loan Documents may not be assigned by the Borrower without the written
consent of the Bank.

<PAGE>

     (k) Assignment;  Participations;  Pledge to Federal Reserve. (i) Bank shall
have  the  unrestricted  right at any time or from  time to  time,  and  without
Borrower's  consent,  to assign all or any portion of its rights and obligations
hereunder  to one or more  banks  or  other  financial  institutions  (each,  an
"Assignee"), after giving at least 15 Business Days prior written notice of such
assignment to the Borrower,  and Borrower agrees that it shall execute, or cause
to be executed, such documents, including without limitation, amendments to this
Agreement and to any other  documents,  instruments  and agreements  executed in
connection  herewith as Bank shall deem  necessary to effect the  foregoing.  In
addition, at the request of Bank and any such Assignee, Borrower shall issue one
or more new promissory  notes, as applicable,  to any such Assignee and, if Bank
has  retained  any  of its  rights  and  obligations  hereunder  following  such
assignment,  to Bank,  which new promissory notes shall be issued in replacement
of, but not in discharge of, the liability evidenced by the promissory note held
by Bank prior to such  assignment and shall reflect the amount of the respective
commitments and loans held by such Assignee and Bank after giving effect to such
assignment.   Upon  the  execution  and  delivery  of   appropriate   assignment
documentation,  amendments  and  any  other  documentation  required  by Bank in
connection  with such  assignment,  and the payment by Assignee of the  purchase
price agreed to by Bank and such  Assignee,  such  Assignee  shall be a party to
this  Agreement  and  shall  have  all of the  rights  and  obligations  of Bank
hereunder (and under any and all other  guaranties,  documents,  instruments and
agreements  executed in connection  herewith) to the extent that such rights and
obligations have been assigned by Bank pursuant to the assignment  documentation
between Bank and such Assignee,  and Bank shall be released from its obligations
hereunder and thereunder to a corresponding extent.

     (ii) Bank  shall have the  unrestricted  right at any time and from time to
time,  and without the consent of  Borrower,  after  giving at least 15 Business
Days prior written notice of such grant to the Borrower, to grant to one or more
banks or other  financial  institutions  (each, a  "Participant")  participating
interests in Bank's  obligation to lend hereunder and/or any or all of the loans
held  by  Bank  hereunder.  In  the  event  of  any  such  grant  by  Bank  of a
participating  interest to a Participant,  Bank shall remain responsible for the
performance  of its  obligations  hereunder and Borrower  shall continue to deal
solely and directly with Bank in connection  with Bank's rights and  obligations
hereunder.

     (iii)  Bank  may  furnish  any  information   concerning  Borrower  in  its
possession from time to time to prospective Assignees or Participants,  provided
that Bank shall require any such prospective Assignee or Participant to agree in
writing to maintain the confidentiality of such information.

     (iv)  Notwithstanding any of the foregoing,  Bank may at any time pledge or
assign all or any portion of its rights under the Loan  Documents  including any
portion of the Line of Credit  Notes to any of the twelve (12)  Federal  Reserve
Banks organized  under Section 4 of the Federal  Reserve Act, 12 U.S.C.  Section
341. No such pledge or assignment or enforcement thereof shall release Bank from
its obligations under any of the Loan Documents.

<PAGE>

     (l) Under Seal.  This Agreement  shall be deemed to be an instrument  under
seal and shall continue in full force and effect so long as any  indebtedness of
the Borrower to the Bank remains unpaid.

     (m)  Use of  Proceeds.  The  proceeds  of the  loans  shall  be used by the
Borrower (i) for working  capital  purposes of the  Borrower,  (ii) to refinance
existing  Indebtedness  of the Borrower and (iii) in the case of the Second Line
of Credit, to fund acquisitions by the Borrower, to the extent permitted herein.
No portion of the  proceeds  of any loans  shall be used,  and no portion of any
Letter of Credit is to be  obtained,  in whole or in part,  for the  purpose  of
purchasing or carrying any "margin security" or "margin stock" as such terms are
used in Regulations  U, T or X of the Board of Governors of the Federal  Reserve
System.

     (n)   Confidentiality.   Notwithstanding  any  confidentiality   provisions
contained  herein,  and in accordance  with Section  1.6011-4(b)(3)(iii)  of the
Treasury  Regulations,   each  party  to  this  Agreement  (and  each  employee,
representative,  or  other  agent of each  party)  may  disclose  to any and all
persons,  without limitation of any kind, the tax treatment and tax structure of
the  transactions  contemplated  by this Agreement and all materials of any kind
(including  opinions  or other tax  analyses)  that are  provided  to such party
relating to such tax  treatment  and tax  structure;  provided,  however,  that,
pursuant  to  Section  1.6011-4(b)(3)(ii)  of  the  Treasury  Regulations,  such
disclosure  shall not be permitted to the extent,  but only to the extent,  such
disclosure would  reasonably be considered to result in  noncompliance  with the
securities laws of any applicable jurisdiction.  For the avoidance of doubt, the
parties  acknowledge  and agree that the tax  treatment and tax structure of any
transaction  does not  include  the name of any  party to a  transaction  or any
sensitive  business  information   (including,   without  limitation,   specific
information about any party's intellectual property or other proprietary assets)
unless such  information  may be related or relevant to the purported or claimed
federal income tax treatment of the transaction.





<PAGE>



         If you agree with the terms of this Agreement, including the Exhibits
attached hereto and the other documents referred to herein, please sign below
where indicated in your capacity as President and Chief Executive Officer of the
Borrower.

                                     FLEET NATIONAL BANK



                                     By:      /s/ ELISE M. RUSSO
                                        ----------------------------------------
                                        Name:  Elise M. Russo
                                        Title: SVP.


Accepted and agreed to:


NATIONAL DENTEX CORPORATION



By:    /s/ RICHARD F. BECKER, JR.
  ------------------------------


  Name:  Richard F. Becker, Jr.
  Title: Treasurer, Vice President and Chief Financial Officer